Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Neither Buyer nor any of its Affiliates shall assume, nor shall they be or become responsible for, any Liabilities of the Business or of Sellers other than the Assumed Liabilities (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: (a) all Liabilities relating to the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan.

Excluded Liabilities. Neither Buyer nor does not hereby assume, and shall not at any time hereafter (including on or after the Effective Time) become liable for, any of the Liabilities of Seller or any of its Affiliates shall assume, nor shall they be or become responsible for, any Liabilities ERISA Affiliate of any of the Business or of Sellers foregoing other than the Assumed Liabilities (collectively, the “"Excluded Liabilities”"). Without limiting the generality of the foregoingThe Excluded Liabilities shall include, without limitation, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this AgreementLiabilities: (a) all Liabilities relating to any Liability of any of Seller or any of its Affiliates or any ERISA Affiliate of any of the foregoing whether currently in existence or arising hereafter that is not attributable to, or that does not arise out of the conduct of of, the Business prior to the Closing, except as specifically provided in Section 2.3(b)Business; (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties Liability whether presently in connection with existence or arising from the Products sold prior to the Closing Date or otherwise arising out of or hereafter relating to the conduct of the Business prior to the Closingan Excluded Asset; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing DateSeller Environmental Liability; (d) all Liabilities for (i) Transfer Taxes any Liability whether currently in existence or arising hereafter relating to fees, commissions or expenses owed to any broker, finder, investment banker, attorney or other intermediary or advisor employed by Seller or any of Seller Parent as described its Affiliates or their respective ERISA Affiliates in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable to connection with the Acquired Assets transactions contemplated hereby or the operations or the income of the Business for any Pre-Closing Tax Periodotherwise; (e) all Liabilities with respect to returns any Liability the existence of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect which constitutes a breach of any such returned Productrepresentation or warranty hereunder; (f) all any Seller Contingent Liabilities except Liabilities that Buyer has expressly agreed to assume pursuant to the terms of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the TransactionsAgreement; (g) all Liabilities arising out any Liability related to indebtedness of Seller for borrowed money or relating to capitalized leases, or the Retained Businessguarantee by Seller of the indebtedness of any other Person, except as set forth on Schedule 2.4(g); (h) except as provided in Section 2.3(j), all Liabilities any Liability of Seller arising under any agreements, other than any Business Contracts, to conduct clinical studiesthis Agreement; (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 ClosingExcluded Product Warranty Claims; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan.

Excluded Liabilities. Neither Notwithstanding anything herein to the contrary, Buyer nor will not assume and will not be obligated to assume or be obliged to pay, perform or otherwise discharge or in any other way be liable or responsible for any Liability whatsoever of Seller or any of its Affiliates shall assumeSubsidiaries, nor shall they be whether existing on the Closing Date or become responsible forarising thereafter, any Liabilities of the Business or of Sellers other than the Assumed Liabilities (such Liabilities, collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the following Buyer shall constitute not be obligated to assume, and does not assume, and hereby disclaims all the Excluded Liabilities notwithstanding any other provision Liabilities, which for the avoidance of this Agreement: doubt, include (a) all Liabilities relating to the conduct of the Business arising, whether prior to to, at or after the Closing, except as specifically provided in Section 2.3(bunder (i) any Multiemployer Plan (including any associated Withdrawal Liability); , (ii) all Seller Benefit Plans (including any Pension Plan and any OPEB) other than any Assumed Plan Liabilities or (iii) any Collective Bargaining Agreement that has expired or been rejected by Buyer, (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (d) and all Liabilities for Taxes (i) Transfer Taxes of or imposed on Seller Parent as described in Section 8.1 and or any of its Subsidiaries (or any Affiliate thereof) or (ii) Taxes (other than Transfer Taxes) related or attributable to the Acquired Assets or the operations or the income of the Business for any Pre-Closing Tax Period; , (other than real estate and personal property Taxes included in Acquired Prepayments or Taxes included in the Current Liabilities), (c) all Liabilities relating to the Assets or the Business arising from or relating to any Environmental, Health and Safety Laws or the presence or Release of, or exposure to, any Hazardous Substance at, on, under or migrating from any Assets, to the extent arising or attributable to any period on or prior to the Closing including any Proceedings or Orders in respect of the foregoing (and including without limitation all fines, penalties or other obligations arising from or relating to any violation or alleged violation of Environmental, Health and Safety Laws first occurring or arising prior to the Closing), or otherwise relating to any properties at any time owned, leased or operated in respect of the Business that are not included within the definition of Assets, (d) all Cure Costs and (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 agreements, other than any Business Contracts, to conduct clinical studies; (i) all Liabilities under any Business ContractsExcluded Assets, 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit PlanCustomer Deductions.

Excluded Liabilities. Neither Notwithstanding anything contained herein to the contrary, Buyer nor shall not assume, or cause to be assumed, or be deemed to have assumed or be liable or responsible for any Liabilities that are not Assumed Liabilities, including (for the avoidance of doubt) the following Liabilities of Seller or any of its Affiliates shall assume, nor shall they be or become responsible for, any Liabilities of the Business or of Sellers other than the Assumed Liabilities (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:): (a) all Liabilities arising out of Excluded Assets; (b) Liabilities to the extent arising out of, relating to, or otherwise in respect of, Indebtedness of Seller or any of its Affiliates; (c) Liabilities (i) under any Benefit Plan or (ii) with respect to any employee, former employee or independent contractor of Seller or its Affiliates that are not Continuing Employee Liabilities; (d) Liabilities arising out of or relating to this Agreement or any Transaction Agreement for which Seller or its Affiliates has responsibility pursuant to the conduct terms of this Agreement; (e) Liabilities arising out of or relating to any Contract which is not a Purchased Contract; (f) intercompany accounts payable; (g) Liabilities (including Liabilities under Environmental Law) arising out of or relating to any real property owned, leased, occupied or controlled by Seller and/or its Affiliates which is not a Purchased Asset; (h) any Actions pertaining to or affecting Seller, its Affiliates, the Business, or the Purchased Assets other than the Actions set forth on Schedule 1.3(a)(vi); (i) Transfer Taxes to the extent designated the responsibility of Seller pursuant to Section 7.5; (j) Liabilities arising under Environmental Law or with respect to Hazardous Substances, in each case to the extent arising out of, or with respect to, facts, circumstances or conditions occurring prior to the Closing with respect to the Purchased Assets or the operation of the Business prior to the ClosingClosing (including, except as specifically provided in Section 2.3(bfor the avoidance of doubt, the disposal or arrangement for disposal prior to the Closing of Hazardous Substances at any location, whether or not owned or operated by the Business); (bk) all Liabilities Product Liability Obligations arising out of, relating to make royaltyor otherwise in respect of any products (including any part or component) designed, milestone manufactured, assembled, sold or deferred payments or any other contingent payments to third parties in connection with or arising from distributed by the Products sold Business prior to the Closing Date or otherwise arising out of or relating to the conduct of any services performed by the Business prior to the Closing; (cl) all Liabilities involving any product recalls, adverse events or similar events related relating to the past, present or future business, operations, properties or facilities of the Seller or any of its Affiliates other than the Business with respect (it being understood that any Liabilities relating to Products sold prior to any properties or facilities formerly, but no longer (as of the Closing Date; (d) all Liabilities 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 ), owned, leased or the operations or the income of operated by the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) all Liabilities arising out of or relating to the Retained Business; (h) except as provided in Section 2.3(jare Excluded Liabilities), all Liabilities arising under any 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (km) all Liabilities related for any Tax or Taxes with respect to any the Purchased Assets and the Business Benefit Planthat are Seller’s responsibility under Section 7.2.

Excluded Liabilities. Neither Buyer nor Notwithstanding anything to the contrary in Section 1.6, Purchaser shall not assume and shall not have any of its Affiliates shall assume, nor shall they be liability or become responsible for, responsibility for any Liabilities of Sellers or any of their Affiliates (other than the Business Transferred Entities) of any kind or of Sellers nature whatsoever other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, including, without limitation, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementfollowing: (a) all Liabilities relating to in respect of Asbestos Claims (including, for the conduct avoidance of the Business prior to the Closingdoubt, except as specifically provided in Section 2.3(b); (b) all such Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the US Business prior or any assets, properties or rights (including the “Bendix” ▇▇▇▇) relating thereto); (b) all Liabilities to the extent relating to the Excluded Businesses or the Excluded Assets (including, for the avoidance of doubt, any real property formerly owned, leased or used in connection with the Business that is not owned, leased or used by the Business as of Closing); (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing DateRetained Taxes; (d) all Liabilities for (i) Transfer Taxes of Seller Parent Indebtedness outstanding as described in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable to the Acquired Assets or the operations or the income of the Business for any Pre-Closing Tax PeriodEffective Time; (e) to the extent provided in Article 7, all Liabilities with respect to returns the employment or termination of Products sold employment prior to the ClosingClosing of all Former Employees employed in France as of their last termination date with Seller or their Affiliates, including and all Liabilities for any credits, rebates, refunds or with respect to the Benefit Plans other amounts payable in respect of any such returned Productthan the Assumed Benefit Plans; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation costs in respect of the Transactionsshutdown of operations at the Condé Facility, and any Liabilities incurred in connection with the sale, transfer, disposition or shutdown prior to Closing of any facility of the Business in France that is not a Transferred Asset; (g) all accounts and notes payable of any Seller, whether recorded or unrecorded, to divisions of Affiliates of Sellers, other than trade accounts payable to Transferred Entities or other parts of the Business; (h) all Liabilities in respect of Pre-Closing Product Liability Claims and Required Pre-Closing Product Recalls; (i) all Liabilities in respect of Required Pre-Closing Soil/Groundwater Remediation; (j) all Liabilities in respect of Required Pre-Closing Asbestos Remediation; (k) all Liabilities imposed by a Governmental Authority arising from enforcement action taken by a competent Governmental Authority in respect of Pre-Closing Environmental Non-Compliance; (l) subject to Sections 6.12, 11.2(d) and 11.4(d), all Liabilities in respect of TMD Claims; (m) all costs in respect of the shutdown of operations at the Guangzhou Facility; and (n) all Liabilities arising out of or relating to the Retained Business; (h) except as provided in Section 2.3(jmatters set forth on Schedule 1.7(n), all Liabilities arising under any 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan.

Excluded Liabilities. Neither Other than the Assumed Liabilities, Buyer nor any assumes no other Liabilities of its Affiliates MII Life, and Buyer shall assume, nor shall they not be liable or become responsible for, any be obligated to pay, perform or otherwise discharge, and MII Life shall retain, all other Liabilities of the Business or MII Life (together with certain Liabilities of Sellers other than the Assumed Liabilities (collectivelySamCo specifically set forth below, the “Excluded Liabilities”). Without limiting For the generality avoidance of the foregoingdoubt, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementshall include: (ai) all Liabilities any Liability relating to the conduct any breach or default of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or Assumed Contract arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the Closing; (cii) all Liabilities involving any product recalls, adverse events or similar events Taxes related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax PeriodPeriods; (eiii) all Liabilities with respect to returns contractually assumed Taxes of Products sold prior other Persons (except to the Closingextent otherwise assumed hereunder); (iv) any and all Taxes allocated to, including all Liabilities for of or imposed on either Seller; (v) any creditsIndebtedness of either Seller, rebatesTransaction Expenses, refunds or other amounts payable transaction expenses of SamCo; (vi) any Liability relating to any custodial agreement of either Seller in respect of any such returned Productthe Accounts; (fvii) all Liabilities any Liability to the extent arising out of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactionsany Excluded Asset; (gviii) 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 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred EmployeesExcluded Employee Liability; and (kix) all Liabilities related to any Business Benefit Planother Liability of any kind, whether known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created, other than an Assumed Liability.

Excluded Liabilities. Neither Buyer nor any of Purchaser and its Affiliates shall assume, nor shall they be or become responsible for, have no obligations with respect to any of the following Liabilities of any member of the Business or Seller Group, and the applicable member of Sellers other than the Assumed Seller Group shall remain responsible for paying, performing and discharging when due all such Liabilities (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:): (a) all All Liabilities relating of Seller and the other members of the Seller Group to the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise extent either arising out of or relating to the conduct of the Business prior Excluded Assets; (b) All Liabilities for Taxes relating to the ClosingTransferred Assets or the Assumed Liabilities for which Seller is responsible pursuant to Section 7.1(iii); (c) all All Liabilities involving agreed to be performed by Seller or any product recalls, adverse events or similar events related member of the Seller Group pursuant to the Business with respect to Products sold prior to terms of this Agreement or any of the Closing DateAncillary Agreements; (d) all All Liabilities for (i) Transfer Taxes of Seller Parent as described in Section 8.1 and (ii) Taxes (other than Transfer Liabilities for Taxes) attributable to resulting from the Acquired Assets or manner of conducting the operations or the income of the Business for any Pre-Closing Tax PeriodRestructuring; (e) all Liabilities with respect to returns Any Indebtedness (other than any intercompany Indebtedness solely between members of Products sold prior to the ClosingAlkali Group) of the Seller Group, including all Liabilities for any credits, rebates, refunds of the Alkali Group or other amounts payable in respect of any such returned Productthe Business; (f) all Liabilities All out-of-pocket expenses of Sellers any member of the Seller Group arising under or incurred prior to the Closing in connection with the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Agreement and the Ancillary Agreements or from the consummation transactions contemplated hereby and thereby, including, without limitation, fees and expenses of the Transactionscounsel, accountants, consultants and advisers; (g) Except to the extent set forth on Section 5.7 of the Seller Disclosure Schedule, all intercompany Liabilities or intercompany payables between any member of the Seller Group, on the one hand, and any member of the Alkali Group, on the other hand, of any kind or nature; (h) Except as otherwise set forth in this Agreement, all Liabilities under (i) the Seller Benefit Plans and (ii) any other “employee benefit plan” (within the meaning of Section 3(3) of ERISA), other than any Business Employee Plans, with respect to which Seller has any Liability; and (i) All Liabilities of Seller under the Revenue Bonds (except for any and all such Liabilities arising out of or relating to the Retained Business; (h) except as provided in Section 2.3(j), all Liabilities arising under any 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 of Section 5.16 by any Seller prior to the Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the TransactionsPurchaser), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan.

Excluded Liabilities. Neither Buyer nor any of its Affiliates The Seller shall assume, nor shall they be or become responsible for, any retain all Liabilities of the Business or of Sellers other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementincluding: (a) all Liabilities relating related to the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct operation of the Business prior to the Closing; (b) all Liabilities related to the Transferred Assets and the Business to the extent relating to periods prior to the Closing; (c) all Liabilities involving any product recallsaccounts payable, adverse events or similar events trade payables and notes payable related to the operation of the Business with respect to Products sold prior to the Closing DateClosing; (d) all Liabilities for (i) Transfer Taxes of Seller Parent as described arising under, with respect to or contained in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable the Transferred Contracts arising prior to the Acquired Assets Closing and any Liabilities arising out of any breaches, defaults or violations of any Transferred Contract prior to the operations or the income of the Business for any Pre-Closing Tax PeriodClosing; (e) all Liabilities with respect resulting from, arising out of or related to returns any employee benefit plan of Products sold the Seller or any of its Affiliates whether such Liabilities arose or arise prior to to, on or after the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned ProductClosing Date; (f) all Liabilities to or in respect of Sellers arising under this Agreement and the Ancillary Agreements any employees or from the consummation former employees of the TransactionsSeller or its Affiliates whether arising before or after the Closing; (g) all any Liabilities resulting from, arising out of or related to any Legal Proceeding commenced or brought prior to the Closing or commenced or brought after the Closing to the extent relating to the Retained Business; conduct of the Seller (hor its Affiliates) except as provided in Section 2.3(j), all Liabilities arising under any agreements, other than any or the operation of the 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 Closing; (h) any and all warranty and similar Liabilities arising prior to, on or after the Closing and whether expressed or implied, related to any Business Products sold prior to the Closing; (i) all transfer, assumption or assignment fees payable by the Seller or any of its Affiliates under any Transferred Contracts for assigning or transferring such Transferred Contracts to the Purchaser; (j) any termination fee payable by the Seller or any of its Affiliates under any Contract as a result of the transactions contemplated by this Agreement or any other Transaction Document, including any Contract not transferable to the Purchaser pursuant to the terms of such Contract or assignable only upon the consent of the respective third party to such Contract and such third party does not consent to the assignment to the Purchaser of such Contract pursuant to this Agreement; (k) (i) all Liabilities related to any current or former employees or applicants for Taxes of any Seller (including any severance or other amounts payable to such employees in connection with the consummation Liabilities as a result of the Transactions)operation of Law, except as a transferee or successor, by contract, or otherwise) and (ii) Taxes that arise from or relate to the conduct of the Business, including ownership of the Transferred Assets, for Liabilities arising following the any Pre-Closing in connection with Buyer’s employment of Transferred EmployeesTax Period; and (kl) all Liabilities related pertaining to Seller’s ownership or use of any Business Benefit PlanExcluded Asset.

Excluded Liabilities. Neither Notwithstanding any other provision of this Agreement to the contrary, the Buyer nor any of its Affiliates is not assuming and the Seller shall assumepay, nor shall they be perform or become responsible forotherwise satisfy, any Liabilities of the Business all liabilities, obligations or of Sellers commitments other than the Assumed Liabilities specifically listed in Section 2.3 (collectively, the “Excluded Liabilities”) (in the case of liabilities, obligations or commitments of EMS Brazil, solely for purposes of Article VIII). Without limiting , including the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementfollowing: (a) all Liabilities relating liabilities for Taxes of the Seller except those allocated to the conduct of the Business prior Buyer pursuant to the Closing, except as specifically provided in Section 2.3(b2.3(d); (b) all Liabilities any liability that is not assumed by the Buyer pursuant to make royaltySection 5.6, milestone including any liability with respect to any retention plans implemented by the Seller or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business by EMS Brazil prior to the Closing; (c) all Liabilities involving any product recalls, adverse events indebtedness for borrowed money or similar events related guarantees thereof of the Seller or EMS Brazil outstanding as of the Closing Date; (d) any liability or obligation relating to an Excluded Asset; (e) any Losses to the Business extent arising out of or resulting from any actual, material breach by the Seller or EMS Brazil under any Contract prior to the Closing (other than any right of return or warranty obligation of the Seller or EMS Brazil associated with respect the Products, which shall be assumed by the Buyer to Products sold the extent provided in Section 2.3(f)); (f) any liability, obligation or commitment of the Seller or EMS Brazil, whether express or implied, liquidated, absolute, accrued, contingent or otherwise, or known or unknown, arising primarily out of the operation or conduct by the Seller or EMS Brazil of any business other than the Business; (g) any Losses to the extent arising out of or resulting from (i) any Action pending or threatened against the Seller or EMS Brazil as of the Closing Date, (ii) any actual, material violation by the Seller or EMS Brazil of any Applicable Law prior to the Closing, or (iii) any action, omission or event prior to the Closing relating to any of the matters described on Schedule 3.7 (for the avoidance of doubt, any rights of return and warranty obligations relating to such matters shall be Excluded Liabilities notwithstanding Section 2.3(f) or any other provision hereof); (h) any liability of the Seller or EMS Brazil pursuant to any Environmental Law arising from or relating to any action, event, circumstance or condition occurring or existing on or prior to the Closing Date; (d) all Liabilities 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 any liability, obligation or the operations or the income commitment of the Business for Seller or EMS Brazil to any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 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 Closing;their respective Affiliates; and (j) all Liabilities related liabilities for the Taxes of EMS Brazil (or any predecessor thereof) for any taxable period ending prior to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related Date except those allocated to any Business Benefit Planthe Buyer pursuant to Section 2.3(d).

Excluded Liabilities. Neither Buyer nor The Purchaser is not assuming or agreeing to pay or discharge any of its Affiliates shall assume, nor shall they be the liabilities or become responsible for, obligations of Tecumseh or the Asset Sellers that are not expressly assumed by the Purchaser under Section 1.2.3 including any Liabilities of the Business or of Sellers following (all liabilities and obligations other than the Assumed Liabilities (collectively, are herein referred to as the “"Excluded Liabilities”). Without limiting the generality of the foregoing") (except with respect to items to be prorated pursuant to Section 10.16, the following which items shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreement:be settled in accordance with Section 10.16): (a) all Liabilities relating to the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b)any indebtedness for borrowed money; (b) all Liabilities any liability or obligation relating to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the Closingunder any Excluded Asset; (c) any Pre-Closing Environmental Liability; (d) any liability, indebtedness or obligation of an Affiliate of Tecumseh owed or payable to an Affiliate of Tecumseh, including but not limited to Intercompany Payables and Inter-Division Investment Account; (e) any liability or obligation for Taxes, benefits, contributions to pension or multiemployer plans, compensation and employment-related matters, including any liability or obligation relating to or arising under any Company Plans or the Mexican Federal Labor Law, other than those liabilities and obligations under the Transferred Company Plans expressly assumed by the Purchaser pursuant to Section 6.3; (f) except for Transfer Taxes (which shall be paid in accordance with Section 10.2), any liability for Taxes (including those derived from any unbalance between the balance of inventories pursuant to temporary import pedimentos and their physical inventory of Fasco Mexico) applicable to, imposed upon or arising out of the sale or transfer of the Transferred Assets or any other transaction contemplated by this Agreement, including any income, transfer, sales, use, gross receipts or documentary stamp taxes and all Liabilities involving penalties and interest related thereto; (g) any product recallsliability or obligation relating to or arising out of claims for workers' compensation or employer's liability or other occupational disease or injury claims brought by, adverse or in respect of, any employees or former employees of the Acquired Business, including the Employees as defined in Section 6.3.1, which claims arise in whole or in part out of events occurring or similar events related to the Business with respect to Products sold conditions existing on or prior to the Closing Date; (dh) all Liabilities for any liability or obligation to provide parts or service on, or to replace, repair or recall, any products manufactured or sold by the Acquired Business on or prior to the Closing Date, and any other liabilities and obligations related to warranty claims in regards to such products ("Product Warranty Liabilities"), but in each case (i) Transfer Taxes if such liability or obligation is actually limited by the terms of Seller Parent as described in Section 8.1 the warranty or warranties given by the Acquired Business for such products, then only to the extent covered by the terms of the warranty or warranties given by the Acquired Business for such products (including any extensions thereof ) and (ii) Taxes (other than Transfer Taxes) attributable only to the Acquired Assets or extent that, in the operations or the income aggregate, all such liabilities and obligations are in excess of the amount related to such liabilities and obligations reflected in the Closing Balance Sheet; (i) any liability or obligation for personal injury or property damage arising out of or resulting from any products manufactured or sold by the Acquired Business on or prior to the Closing Date ("Product Liability Liabilities"); (j) except for any Pre-Closing Tax Period; (e) all Liabilities with respect Environmental Liability, any liabilities or obligations relating to returns or arising under any legal, administrative, arbitration, grievance or other proceeding or action of Products sold any kind or nature whatsoever resulting from conditions, acts or omissions that occurred on or prior to the ClosingClosing Date, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Productthe matters set forth on Schedule 4.18; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related any liabilities or obligations of Fasco Mexico arising on or prior to the Closing Date under NAFTA or other Free Trade Agreements signed by Mexico, Mexican Customs Laws, Mexican Foreign Trade Law and their regulations, including but not limited to the Maquiladora and Promotional Sectorial Programs and requirements with respect to NAFTA certificates of origin and payment of import duties pursuant to article 303 of NAFTA, and customs processing fees; or (l) except for any Business Benefit PlanPre-Closing Environmental Liability, any liability or obligation for any violation or failure to comply with any Law prior to the Closing Date.

Excluded Liabilities. Neither Notwithstanding any provision of this Agreement to the contrary, except as expressly provided in Section 1.3 hereunder, Buyer nor any of is not assuming, and Seller agrees that Buyer and its Affiliates shall assume, nor shall they not be liable or become otherwise responsible for, in any way, any Liabilities of of, Seller, its Affiliates, or the Business or of Sellers other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementincluding but not limited to: (a) all Indebtedness other than (i) the North Stadium Note, and (ii) trade payables or other obligations incurred in the ordinary course of business post-Closing and relating to any Assigned Contract; (b) Seller Transaction Expenses; (c) Liabilities owed by Seller to any Beneficial Owner or any other Related Party, other than Seller’s payment obligations to North Stadium under the North Stadium Note; (d) Liabilities related to or arising out of the Excluded Assets or any business of Seller other than the Business, whether arising prior to, on, or after the Closing Date; (e) Any Liabilities or obligations for (i) Taxes relating to the conduct Excluded Assets or the Excluded Liabilities, to which Seller or any of its Affiliates is subject, directly or indirectly; (ii) Taxes attributable to the Business, the Assumed Liabilities, or the Acquired Assets for any Tax period (or portion thereof), as prorated, ending on or before the Closing Date; and (iii) any Taxes imposed on Buyer or its Affiliates as a successor or transferee of Seller or its Affiliates; (f) Liabilities or obligations of Seller, the Beneficial Owners, or their respective Affiliates arising under this Agreement or any Ancillary Document; (g) Liabilities related to or arising out of the operation of the Business or the ownership of the Acquired Assets on or prior to the Closing, except as specifically provided in Section 2.3(b)for Assumed Liabilities; (bh) Liabilities relating to or arising from any Seller employee benefit plan; (i) all Liabilities deferred compensation, severance, equity appreciation, phantom equity or similar payments due by Seller to make royaltyany Person under any plan, milestone agreement or deferred arrangement of Seller; (j) all wages, bonuses, commissions, independent contractor payments, payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, stay, change of control, severance, bonus, or similar payments due by either Seller to any Person and other accelerations or increases in rights or benefits of either Seller’s employees (or former employees) under any other contingent payments plan, agreement or arrangement of each Seller which obligation, in each case, either (A) arises at or prior to third parties the Closing or (B) is payable or becomes due in whole or in part as a result of the consummation of the transactions contemplated by this Agreement, including all Taxes that are payable by either Seller or their Affiliates in connection with or arising from as a result of the payment of such Liability; (k) Liabilities of Seller or its Affiliates for warranty claims for (i) Spinal Products manufactured or sold prior to the Closing Date or otherwise (ii) Silicon Nitride Products manufactured by Seller on or after the Closing Date; (l) Liabilities of Seller or its Affiliates relating to or arising from the manufacture, testing or clinical studies, packaging, or sale of the Spinal Products before the Closing and all Liabilities related to or arising from the manufacture of Silicon Nitride Products (to the extent actually manufactured by Seller or any of Seller’s Affiliates) after the Closing; (m) any financial obligation of Seller or its Affiliates to pay royalties (i) pursuant to an Assigned Contract that arose from a sale made prior to the Closing Date or (ii) pursuant to any Contract other than an Assigned Contract; (n) any Liability of Seller or its Affiliates pursuant to any Environmental Law arising from or related to any action, event, circumstance, or condition occurring or existing as of or prior to the Closing; (o) any Liability arising from or related to any breach, failure to perform, torts related to the performance of, violations of Legal Requirements, infringements or indemnities under, guaranties pursuant to and overcharges or underpayments under, any Assigned Contract prior to the Closing Date (or an event that, with notice or lapse of time or both, would become the same) or which arises from facts, circumstances, events, conditions, or actions that occurred or existed as of or prior to the Closing; (p) any Liability arising from or related to any compliance or noncompliance on or prior to the Closing with any Legal Requirement applicable to Seller, any of Seller’s Affiliates, the Business, or the Acquired Assets or which arises from facts, circumstances, events, conditions, or actions that occurred or existed as of or prior to the Closing; (q) any Liability arising from or related to any Action against Seller, any of Seller’s Affiliates, the Business, or the Acquired Assets pending as of the Closing or based upon any action, event, circumstance, condition, or action arising or that occurred or existed as of or prior to the Closing; (r) any Liability to indemnify, reimburse, or advance amounts to any present or former Representative of Seller or any of Seller’s Affiliates (including with respect to any breach of fiduciary obligations by any such party); and (s) accounts payable or other accrued and unpaid current expenses arising out of or relating to the operation or conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to outstanding as of the Closing Date; (d) all Liabilities for (i) Transfer Taxes of Seller Parent as described in Section 8.1 and (ii) Taxes (Date other than Transfer Taxes) attributable to such payables or expenses incurred in the Acquired Assets or the operations or the income ordinary course of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 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 business that relate to a breach or default thereunder by any Seller prior to the Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit PlanAssigned Contracts.

Excluded Liabilities. Neither Buyer nor Notwithstanding anything to the contrary set forth in Section 2.1(c) or elsewhere in this Agreement, the Acquiror is not assuming or agreeing to pay or discharge any of its Affiliates shall assume, nor shall they be or become responsible for, any the Liabilities of the Business Company or of Sellers its Subsidiaries other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting , including, for the generality avoidance of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementdoubt: (ai) all Liabilities any Indebtedness (including any interest thereon or other amounts payable in connection therewith) of the Company or any of its Subsidiaries; (ii) any Liability set forth in Section 2.1(d)(ii) of the Disclosure Schedule; (iii) any Liability arising out of or relating to any Excluded Asset (including, for the conduct avoidance of the Business prior to the Closingdoubt, except as specifically provided in Section 2.3(boutstanding checks); (biv) any Liability (A) for Taxes of the Company or any of its Subsidiaries or (B) for Taxes, whether or not accrued, assessed or currently due and payable relating to the operation or ownership of the Business or the Transferred Assets for any Pre-Closing Tax Period; provided, that Taxes for a Straddle Period shall be apportioned in the manner described in Section 7.1 hereof; (v) all Liabilities to make royalty, milestone or deferred payments of the Company or any of its Subsidiaries arising out of or relating to the Company Plans, except to the extent included in the Assumed Liabilities; (vi) all Liabilities of the Company or any of its Subsidiaries arising out of or relating to the operation or conduct by the Company or any of its Subsidiaries of any business other contingent payments to third parties than the Business; (vii) any Liability for any intercompany accounts payable (including trade accounts payable); (viii) any of the Company’s Liabilities under this Agreement, any Ancillary Agreement, the Disclosure Schedule and any other agreements entered into by the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement; (ix) any Liability arising out of or relating to the Retained Litigation; (x) any Liability arising from out of or relating to any Action relating to or otherwise in respect of the Products sold operation of the Business or the Transferred Assets prior to the Closing Date Date, including, for the avoidance of doubt, the matters set forth on Section 2.1(d)(x) of the Disclosure Schedule; (xi) any Liability arising out of or relating to any Excluded Assets; (xii) all Liabilities under Shared Contracts to the extent not transferred to the Acquiror or its Affiliates in accordance with Section 5.5; (xiii) all Liabilities under the IT Asset Contracts to the extent not transferred to the Acquiror or its Affiliates; (xiv) all Liabilities (A) (1) under any Environmental Laws or otherwise arising out of or relating to any Environmental Condition relating to the conduct period prior to the Closing and (2) with respect to operations of the Business prior to the Closing; Closing at the Leased Real Property or any former real property used by the Business or (cB) all Liabilities involving any product recalls, adverse events or similar events related relating to the Business with respect to Products use, application, malfunction, defect, design, operation, performance or suitability of any Product sold or distributed prior to the Closing Dateby or on behalf of, or service of the Business rendered prior to the Closing by or on behalf of, the Company or any of its Subsidiaries to any Person; (dxv) all Liabilities for (i) Transfer Taxes any Liability involving current or former employees, directors and individual independent contractors of Seller Parent as described the Company or its Subsidiaries, including with respect to any wages, bonuses, commissions, independent contractor or agent payments, payroll, workers’ compensation, unemployment benefits, severance, change of control bonuses, success bonuses, stay or retention obligations, or any other similar payments, in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable each case except to the Acquired Assets extent included in the Final Net Working Capital or the operations or the income of the Business for any Pre-Closing Tax PeriodAssumed Liabilities; (exvi) all Liabilities with respect to returns discontinued operations of Products sold prior to the ClosingBusiness, including all Liabilities product lines that have been disposed of, and including, for the avoidance of doubt, any credits, rebates, refunds or other amounts payable operations in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred EmployeesHarsco Industrial Air-X-Changers Pty. Ltd.; and (kxvii) all Liabilities related to any Business Benefit PlanTransaction Expenses.

Excluded Liabilities. Neither Buyer nor any Notwithstanding the provisions of its Affiliates Section 1.4(a), Purchaser shall assume, nor shall they be or become responsible for, not assume any Liabilities of the Business or of the Sellers other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementshall include the following: (a) all Liabilities relating to the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 agreements, other than any Business Contracts, to conduct clinical studies; (i) all Liabilities under any Business Contracts(other than Liabilities of the Transferred Entities) relating to Taxes for which Chemtura is required to provide indemnification to Purchaser pursuant to Section 5.14(a); (ii) all Liabilities, including IP ContractsLiabilities arising under Environmental Laws, to the extent such Liabilities arise out of or relate to a breach or default thereunder by any Seller prior related to the ClosingTransferred Entities Excluded Assets or the Excluded Assets, including all Liabilities relating to any business of Sellers other than the Business; (jiii) all Liabilities related to any current or former employees or applicants notes payable and Indebtedness of any Seller (including owed to any severance Person other than the Transferred Entities or other amounts payable to such employees in connection with the consummation parts of the TransactionsBusiness; (iv) all notes and accounts payable (other than any trade accounts payable taken into account and reflected in the Closing Working Capital) of any Transferred Entity to any of the Sellers or their respective Affiliates (other than a Transferred Entity); (v) all accounts payable of any Seller relating to the purchase of raw materials, except for Liabilities arising packaging or any other assets which will be used following the Closing in connection with Buyer’s employment of Transferred Employeesthe Supply Agreements; and (kvi) all except as otherwise provided in Section 5.9, any Liabilities related arising in connection with or relating to (A) any Business U.S. Benefit Plan or Foreign Benefit Plan or (B) any Transferred U.S. Employee under any collective bargaining agreement or Multiemployer Plan.

Excluded Liabilities. Neither Buyer nor Except for the Assumed Liabilities, Enghouse US shall not assume and shall not be responsible to pay, perform or discharge any of its Affiliates of, and Sellers shall assumetimely perform, nor shall they be or become responsible forsatisfy and discharge in accordance with their respective terms, any Liabilities of the Business and all liabilities or obligations of Sellers other than the Assumed Liabilities (collectively, the “"Excluded Liabilities”"). Without limiting the generality of the foregoing, including the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementliabilities: (ai) all Liabilities any liabilities relating to the conduct or arising out of the Excluded Assets; (ii) any liability for Taxes of a Seller; (iii) any liabilities arising out of, under or in connection with Contracts that are not Assumed Contracts and, with respect to Assumed Contracts, any liabilities in respect of a breach by or default of a Seller accruing under such Assumed Contracts with respect to any period on or before the Closing (the "Excluded Contract Liabilities"); (iv) any liabilities in respect of any claim arising out of, relating to or otherwise in respect of (A) the operation of the Mediasite Business prior to the Closing, except as specifically provided in Section 2.3(b)or (B) any Excluded Asset; (bv) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out liabilities of or a Seller relating to the conduct or operation of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities for (i) Transfer Taxes business of a Seller Parent as described in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable to the Acquired Assets or the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) all Liabilities arising out of or relating to the Retained Mediasite Business; (hvi) except as provided in Section 2.3(j), all Liabilities arising under any agreements, other than liabilities relating to any Business Contracts, to conduct clinical studiesIntercompany Payables; (ivii) all Liabilities under any Business Contracts, including IP Contracts, to the extent such Liabilities arise out liabilities of a Seller arising or relate to a breach or default thereunder by any Seller prior to the Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees incurred in connection with the consummation negotiation, preparation, investigation and performance of this Agreement, the Related Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others; (viii) any liabilities relating to the Mediasite Mosaic Matters, including any costs and expenses of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employeesdefense thereof; and (kix) all Liabilities related any liabilities relating to any Business Benefit PlanLeased Real Property.

Excluded Liabilities. Neither Buyer nor any of its Affiliates shall assumenot assume or be obligated to pay, nor shall they be perform or become responsible for, otherwise discharge any Liabilities of the Business or of Sellers other than the Assumed Liabilities (collectively, all such Liabilities being herein called the “Excluded Liabilities”). Without limiting ) and, notwithstanding anything to the generality contrary in Section 2.3, none of the foregoing, the following shall constitute the Excluded be Assumed Liabilities notwithstanding any other provision for purposes of this Agreement: (a) all any Liabilities for Taxes of Parent or Seller (including those for which Seller is liable pursuant to Section 8.3), except those Taxes for which Buyer is liable pursuant to Sections 2.3 or 8.3; (b) any payables and other Liabilities or obligations of the Division to any other business unit of Parent, Seller or any of Parent’s or Seller’s Affiliates; (c) any costs and expenses incurred by Seller incident to its negotiation and preparation of this Agreement and its performance and compliance with the agreements and conditions contained herein; (d) any Liabilities or obligations in respect of any Excluded Assets; (e) any Liabilities in respect of the lawsuits, claims, suits, proceedings or investigations set forth in Disclosure Letter Schedule 5.16; (f) any Liabilities or obligations arising out of or resulting from non-compliance prior to the Closing with any Requirements of Law by Parent, Seller or their Affiliates; (g) any Liabilities for accounts payable by Parent or Seller; and (h) any Liabilities for employment-related obligations relating to the conduct of the Business Division incurred prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities Employees for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection employment arrangements entered into with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan.

Excluded Liabilities. Neither Notwithstanding any provision in this Agreement to the contrary, Buyer nor any of its Affiliates shall assume, nor shall they not assume or be or become responsible for, liable for hereunder any Liabilities of the Business or of Sellers Seller other than the Assumed Liabilities, and Seller shall retain and be responsible for all other Liabilities of Seller (other than the Assumed Liabilities), including the following (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:): (a) any and all Liabilities relating for Taxes (other than Transfer Taxes) (i) of or imposed on Seller (or any member or Affiliate of Seller) or (ii) related or attributable to (but solely to the conduct of extent related or attributable to) the Purchased Assets or the Business prior for any Pre-Closing Tax Period (including any Taxes with respect to the Closing, except as specifically provided in Section 2.3(ba Straddle Period allocated to Seller pursuant to ‎‎Section 7.04(a)); (b) all Liabilities to make royaltyany indebtedness for borrowed money, milestone bank loans or deferred payments facilities or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out debt instruments of or relating to the conduct of the Business prior to the ClosingSeller; (c) all Liabilities involving any product recalls, adverse events or similar events related to any Action to the extent relating to the ownership or operation of the Purchased Assets or the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities for (i) Transfer Taxes of Seller Parent as described in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable under the Assumed Contracts arising prior to the Acquired Assets or Closing Date to the operations or extent relating to the income of period prior to the Business for any Pre-Closing Tax PeriodDate; (e) all Liabilities with respect arising under or relating to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned ProductExcluded Asset; (f) all Liabilities of Sellers arising under any brokerage, commission, finders or similar fees, which is payable in connection with the transactions contemplated by this Agreement and the Ancillary Agreements or from the consummation of the Transactions;otherwise, pursuant to any arrangement entered into by Seller or any Affiliate thereof; and (g) all Liabilities arising out of or relating to the Retained Business; (h) except as provided in Section 2.3(j)any employee or consultant of Seller or any of its Affiliates, all Liabilities whether arising under any agreementsbefore, 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 on or relate to a breach or default thereunder by any Seller prior to the Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit PlanDate.

Excluded Liabilities. Neither Except for the Assumed Liabilities, Buyer nor any of its Affiliates shall does not assume, nor shall they be agree to perform or become responsible fordischarge, indemnify Sellers against, or otherwise have any responsibility for any Liabilities of Sellers, whether fixed or contingent, and whether arising prior to, on or after the Business or of Sellers other than the Assumed Liabilities Closing Date (collectively, the “Excluded Liabilities”). Without limiting the generality , including, without limitation, any of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this AgreementLiabilities: (a) all Liabilities relating any Indebtedness of QS other than to the conduct extent arising following the Closing Date under any of the Business prior to the Closing, except as specifically provided in Section 2.3(b)Assumed Contracts; (b) all Liabilities any Liability of Sellers for Taxes relating to make royalty, milestone the Business or deferred payments or the Transferred Assets attributable to any other contingent payments to third parties in connection with or arising from the Products sold period prior to the Closing Date including any Liability of Sellers for such periods for the unpaid taxes of any Person as a transferee or otherwise successor, by contract or otherwise; (c) any Liability of Sellers to indemnify any Person by reason of the fact that such Person was a director, officer, employee or agent of either Seller; (d) any Liability of Sellers to any stockholder or Affiliate of Sellers other than pursuant to any Assumed Contract; (e) any Liability of Sellers arising out of or relating resulting from non-compliance with any Applicable Law with respect to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) all Liabilities arising out of or relating to the Retained Business; (h) except as specifically provided in Section 2.3(j2.3(d), all Liabilities arising under any agreements, other than Liability of Sellers for making payments or providing benefits of 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 Closing; (j) all Liabilities related kind to any current or former employees that accrued or applicants arose prior to the Closing Date, including, without limitation, (A) any Liability to provide any such employees notices and continuation of health benefit coverage required to be provided to all employees or the beneficiaries or dependents of such employees, under Part 6 of Subtitle B of Title I of ERISA, Section 4980B(f) of the Code and state or local laws with the same or similar purpose (herein collectively referred to as “COBRA”), (B) any Liability in respect of medical and other benefits for retirees, (C) any Liability in respect of work related employee injuries or workmen’s compensation claims, and (D) any Liability of Seller (including with respect to any severance obligations owed to employees of Seller resulting from any termination initiated by Seller on or other amounts payable before the Closing Date, except to the extent such employees obligations arise from the failure of Buyer fully to perform its obligations under Section 5.3 hereof; (g) expenses incurred by Sellers in connection with the transactions contemplated herein, including, without limitation, fees and expenses of Seller’s counsel and accountants; (h) any obligation or liability of Sellers to the Buyer created by this Agreement; (i) any Liability, whether presently existing or hereafter arising, which is attributable solely to an Excluded Asset; (j) any Liability arising from Sellers’ failure to comply with the bulk transfer laws of any applicable jurisdiction with respect to the consummation of the Transactions)transactions contemplated hereby; (k) any Liability for uncleared checks of Sellers or the bank accounts of Sellers; (l) any Liability resulting from or relating to any Actions against Sellers based on events, except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employeescircumstances or conditions occurring or existing prior to Closing; and (km) all Liabilities related to any Business Benefit PlanLiability not otherwise constituting an Assumed Liability.

Excluded Liabilities. Neither Notwithstanding anything to the contrary in this Agreement, Buyer nor any shall not assume or be obligated to pay, perform or otherwise discharge the following liabilities or obligations of its Affiliates shall assume, nor shall they be or become responsible for, any Liabilities of the Business or of Sellers other than the Assumed Liabilities Seller (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:"): (a) all Liabilities relating to the conduct any liabilities or obligations of the Business prior to the Closing, except as specifically provided Seller in Section 2.3(b)respect of any Excluded Assets or other assets of Seller that are not Assets; (b) all Liabilities any liabilities or obligations with respect to make royaltyTaxes attributable to Seller's ownership, milestone or deferred payments use of the Assets or operation of the Business for taxable periods, or portions thereof, ending before the Closing Date, except for Taxes for which Buyer is liable pursuant to Section 3.4 or 6.10(a) hereof; (c) any other contingent payments to third parties in connection with liabilities or arising from obligations of Seller accruing under any of the Products sold Assigned Agreements prior to the Closing Date or otherwise any liability, other than an Assumed Liability, underlying a Permitted Encumbrance, in each case to the extent not included among the items causing an adjustment to the Base Purchase Price contemplated in Section 3.3; (d) any and all asserted or unasserted liabilities or obligations to third parties (including employees) for injuries or damages, whether arising out from tortious conduct or otherwise, or similar causes of or action relating to the conduct Assets or the Business arising during or attributable to the period prior to the Closing Date, other than such that relate to liabilities or obligations assumed by Buyer; (e) any fines, penalties and associated costs for defending related enforcement actions, resulting from any violation or alleged violation of Environmental Laws with respect to the ownership of the Assets or the operation of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold occurring prior to the Closing Date; (df) all Liabilities for (i) Transfer Taxes any payment obligations of Seller Parent as described in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable pursuant to the Acquired Assets Assigned Agreements for goods delivered or the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold services rendered prior to the ClosingClosing Date, including all Liabilities for any creditsincluding, rebatesbut not limited to, refunds or other amounts payable rental payments pursuant to the Real Property Leases, in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and each case to the Ancillary Agreements or from extent not included among the consummation of items causing an adjustment to the TransactionsBase Purchase Price contemplated in Section 3.3; (g) all Liabilities any liabilities, responsibilities and obligations of Seller arising out of under Environmental Laws or relating to Environmental Conditions or Regulated Substances (including common law liabilities relating to Environmental Conditions and Regulated Substances), whether such liability, responsibility or obligation was known or unknown, contingent or accrued, which relates to (i) any bodily injury, loss of life, property damage or natural resource damage arising from the Retained Businessstorage, transportation, treatment, disposal, discharge, recycling or Release of Regulated Substances generated in connection with the ownership of the Assets or the operation of the Business at any Off-Site Location, or arising from the arrangement for such activities, prior to the Closing Date; or (ii) any Remediation of any Environmental Condition or Regulated Substance at any Off-Site Location, arising from the storage, transportation, treatment, disposal, discharge, recycling or Release of Regulated Substances generated in connection with the ownership of the Assets or the operation of the Business at such Off-Site Location, or arising from the arrangement for such activities, prior to the Closing Date; provided, that for purposes of this paragraph, "Off-Site Location" does not include any location to which Regulated Substances disposed of or Released at the site of any Asset may have migrated; (h) except as provided in Section 2.3(j), all Liabilities arising under any agreements, other than any Business Contracts, liability to conduct clinical studies; third parties (iincluding employees) all Liabilities under any Business Contracts, including IP Contractsfor personal injury or loss of life, to the extent such Liabilities arise out caused (or allegedly caused) by Environmental Conditions or the Release of Regulated Substances at, on, in, under, or relate to a breach adjacent to, or default thereunder by any Seller migrating from, the Assets prior to the Closing; (i) subject to Section 6.12, any liabilities or obligations of Seller, any Seller Subsidiary or any ERISA Affiliate of Seller relating to any Benefit Plan including but not limited to any such liability (i) relating to benefits payable under any Benefit Plan; (ii) relating to the Pension Benefit Guaranty Corporation under Title IV of ERISA; (iii) relating to a multi-employer plan; (iv) with respect to non-compliance 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 Seller, Buyer, any Benefit Plan, or any fiduciary or former fiduciary of any such Benefit Plan; (j) all Liabilities related subject to Section 6.12, any liabilities or obligations arising from facts or circumstances prior to the Closing Date 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 current actions or former employees inactions by Seller prior to the Closing Date other than actions or applicants inactions taken at the written direction of Buyer (it being understood and agreed that Buyer shall have no liability for action taken by Seller pursuant to Section 6.12 except as expressly provided therein); (k) subject to Section 6.12, any obligations of Seller for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, plan, instrument or agreement relating to any of the employees of Seller; (l) all obligations of Seller with respect to the Revenue Bonds and any other indebtedness for money borrowed by Seller (including items due to Seller's Affiliates) other than payment obligations arising on or after the Closing Date under any severance or other amounts payable to such employees in connection with the consummation equipment lease of the Transactions)kind listed in Schedule 4.11(a) or under any line extension contracts or similar construction arrangements, except it being understood and agreed that such leases, contracts and similar arrangements do not create indebtedness for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employeesmoney borrowed; and (km) all Liabilities related to obligations and liabilities included in Seller's "other current and accrued liabilities" account; and (n) any Business Benefit Planliability of Seller arising out of a breach by Seller or any of its Affiliates of any of their respective obligations under this Agreement or the Ancillary Agreements.

Excluded Liabilities. Neither Buyer nor any of its Affiliates shall assume, nor shall they be or become responsible for, any Liabilities of the Business or of Sellers other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of Notwithstanding anything contained in this Agreement: (a) all Liabilities relating Agreement to the conduct of the Business contrary, immediately prior to the Closing, the Company shall assign and Sellers shall assume, and from and after such time Sellers shall be responsible for, only the following Liabilities of the Company (“Excluded Liabilities”): (a) except as specifically provided listed in Section 2.3(b); (b) 2.1, all Liabilities relating to make royaltyany Purchased Assets or the Business accruing, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of of, or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recallsevents, adverse events occurrences, pending or similar events related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities for (i) Transfer Taxes of Seller Parent as described in Section 8.1 threatened litigation, acts, omissions and (ii) Taxes (other than Transfer Taxes) attributable to the Acquired Assets claims happening or the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold existing prior to the Closing, including all Liabilities for arising from any credits, rebates, refunds or other amounts payable in respect breach of any such returned ProductAssumed Contract by Sellers or the Company on or prior to the Closing; (fb) all any Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactionsfor any Excluded Taxes; (gc) all any Liabilities relating to the Transferred Employees accruing, arising out of, or relating to events, occurrences, pending or threatened litigation, acts, omissions and claims happening or existing prior to the Closing and any Liabilities arising out of or relating to the Retained Businessemployment of any directors, employees or other service providers of Sellers or any of their Affiliates (other than the Transferred Employees), regardless of when arising; (hd) except as provided in Section 2.3(j), all any Liabilities arising under owed to any agreements, Seller or any of their Affiliates other than any Business Contracts, to conduct clinical studiesthe Company; (ie) all Liabilities under any Business ContractsLiability that relates to any Excluded Asset, including IP Contracts, unless otherwise included in the Final Closing Net Working Capital; (f) any pending product liability or litigation claims relating to the extent such Liabilities arise out sale of or relate to a breach or default thereunder by any Seller goods happening prior to the Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (kg) all Liabilities related any Liability of the Company for expenses or fees relating to any Business Benefit Planthe preparation, negotiation or entering into of this Agreement, including fees of financial advisors, attorneys, consultants and accountants.

Excluded Liabilities. Neither The parties specifically acknowledge that Buyer nor is not assuming any Liability of its Affiliates shall assumeSeller, nor shall they be or become responsible for, any Liabilities of the Business or of Sellers other than except the Assumed Liabilities Liabilities, whether related to the Acquired Assets or otherwise (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the following shall constitute the which Excluded Liabilities notwithstanding any other provision of this Agreement: include: (a) all other than Product Liabilities, any such Liabilities arising at any time (including after the Closing) from the ownership, use or exploitation of the Acquired Assets by Seller or its Affiliates on or prior to Closing; (b) any Liabilities associated with, or arising under, the Excluded Assets; (c) patent and other legal costs and fees relating to the conduct of the Business Acquired Intellectual Property that have become due or accrue, arise from or relate to periods prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; ; (d) all Liabilities any Liability for Seller’s Indebtedness; (e) any Liability for (i) Transfer Taxes of Seller Parent as described in Section 8.1 and (or any stockholder or Affiliate of Seller) or, with respect to a taxable period or portion thereof ending prior to Closing, relating to the Acquired Assets, (ii) Taxes (other than Transfer Taxes) attributable to the Acquired Assets or the operations or the income that arise out of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; Transaction contemplated hereby, or (iii) other Taxes of Seller (or any stockholder or Affiliate of Seller) of any kind or description, including any Liability for Taxes of Seller (or any stockholder or Affiliate of Seller) that becomes a Liability of Buyer under any common law doctrine of transferee or successor liability or otherwise by operation of contract or Law; (f) any Liability for Seller Transaction Expenses; (g) any and all Liabilities arising out of under, or relating to the Retained Business; in connection with, those items set forth on Schedule 2.5; (h) except as provided in Section 2.3(j), all Liabilities arising under any agreementsContracts to which Seller or any Affiliate thereof is or was a party or otherwise bound, other than any Business Contracts, to conduct clinical studies; including in respect of the performance or non-performance thereunder that is or was required thereunder; or (i) all any Liabilities arising under, or in connection with, Seller’s practice under any Business Contractsthe Granted Licenses, including IP Contractsthe making, to the extent such Liabilities arise out of using or relate to a breach or default thereunder by any Seller prior to the Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation selling of the Transactions)Nalmefene Implant or the HIV Implant, except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Planwhether by Seller or its sublicensees.

Excluded Liabilities. Neither Buyer nor will not assume or have any responsibility with respect to any Liability of Sellers (or any predecessor or Affiliate of Sellers) of any nature whatsoever not expressly included within the definition of Assumed Liabilities, including, without limitation: (a) Taxes (i) imposed on any Seller for any period (including, for the avoidance of doubt, Transfer Taxes), or (ii) arising out of or related to the Business or the Purchased Assets for all Tax periods (or portions thereof) ending prior to the Closing; (b) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Cases, including, without limitation, any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Cases, in each case, except as expressly set forth in Section 3.1(b); (c) Liabilities to the extent arising out of or related to the Excluded Assets; (d) Liabilities under any insurance policy issued by American International Group Inc., The Hartford Insurance Group Inc. or any of its Affiliates shall assume, nor shall they be their respective Affiliates; (e) Liabilities of Sellers under this Agreement or the Seller Documents; (f) all Liabilities which may become responsible for, due or owing under the Purchased Contracts (i) with respect to the period prior to the Closing (other than the Cure Amounts) or (ii) after the Closing but which arise out of or relate to any breach that occurred prior to the Closing (other than the Cure Amounts); (g) all Indebtedness owed by any Seller or any predecessor of any Seller except as expressly contemplated by the Restructured First Lien Credit Agreement and the Restructured Second Lien Credit Agreement; (h) any Employee Obligations to any Employee arising out of such Employee’s employment by Sellers; (i) any Liabilities arising under or otherwise relating to Sellers’ Store General Manager Bonus Program; (j) any Employee Claim of any Employee arising out of such Employee’s employment by Sellers; (k) any WARN Act Liabilities arising on or prior to the Closing Date; (l) any Claim arising prior to Closing and not expressly assumed pursuant to this Agreement; (m) any Liability to any stockholder or other equity holder of any Seller or any predecessor of any Seller; (n) any Liability arising out of or related to any Legal Proceeding commenced or threatened against any Seller or any predecessor of any Seller; (o) any Liability for infringement or misappropriation of any intellectual property arising out of or related to any conduct of any Seller or operation of the Business on or before the Closing; (p) any Liability, whether administrative, civil or criminal in nature, relating to any Liquor License or the sale or service of Sellers alcohol beverages thereunder, where the circumstances upon which such Liability is predicated occurred prior to the Closing unless expressly assumed by Buyer; (q) except for the costs pursuant to the Designation Rights Budget to the extent set forth in Section 2.7(c), any Liability of any Seller based upon any Seller’s acts or omissions occurring before or after the Closing unless expressly assumed by Buyer; (r) any Liability under that certain (i) Exclusive License Agreement between Champ's Restaurants, Inc. and Champp's Entertainment, Inc. and (ii) Master Agreement between Champ's Restaurants, Inc. and Champp's Entertainment, Inc.; and (s) all other than the Assumed Liabilities and obligations for which Buyer does not expressly assume any liability, including without limitation any Liabilities listed on Schedule 5.9 (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: (a) all Liabilities relating to the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan.

Excluded Liabilities. Neither Buyer nor shall not assume or be responsible for the performance of any of its Affiliates shall assume, nor shall they be or become responsible for, any Liabilities of the Business or of Sellers other than the Assumed following Liabilities (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:): (a) all Liabilities relating to Any Liability of Seller exclusively in respect of or otherwise arising from the conduct operation or use of (x) the Business Excluded Assets or (y) except as expressly set forth in this Agreement, for the period prior to the Closing, except as specifically provided in Section 2.3(b)the Acquired Assets; (b) all Any Liability of Seller arising from the making or performance of this Agreement or a Related Agreement or the transactions contemplated hereby or thereby; (c) Any Liability of Seller under the Assigned Contracts or Assigned Leases (i) in respect of payment obligations for goods delivered or services rendered prior to the Closing Date, (ii) relating to a breach or default by Seller of any of its obligations thereunder occurring prior to the Closing Date whenever such breach is declared by the Counterparty thereto or (iii) relating to the CBA MOA; (d) Except for those Assumed Liabilities to make royaltyset forth in Section 2.3(d), milestone or deferred payments any Liability of Seller (i) for any compensation, benefits, employment Taxes, workers compensation benefits and other similar Liabilities (including under the Generation CBA, any Employee Benefit Plan of Seller, or any other contingent agreement, plan, practice, policy, instrument or document relating to any of the Transferred Employees) created, arising or accruing before the Closing Date, whether or not subject to any continued service agreement, including pro rata payments earned before the Closing Date, in respect of the Transferred Employees, any temporary employees, and the Scheduled Employees who are not offered, or who do not accept, employment with the Buyer, (ii) relating to third parties the Transferred Employees or temporary employees for which Seller is responsible under Section 5.8, (iii) relating to former employees, temporary employees or Scheduled Employees who are not offered, or who do not accept, employment with Buyer, or (iv) in connection respect of any workers’ compensation, tort, Hazardous Substance exposure, discrimination, wrongful discharge, unfair labor practice or other employee Claim under applicable Laws or under Seller’s Employee Benefits Plans by any Transferred Employee arising out of or relating to acts or omissions occurring prior to the Closing Date, by any former employee, by any temporary employee or by any Scheduled Employee who is not offered, or who does not accept, employment with or Buyer; (e) Any Liability of Seller arising from the Products sold or associated with any Intercompany Arrangement, other than Liabilities under those Assigned Contracts set forth on Schedule 2.2(j); (f) Any Liability of Seller for any fines or penalties imposed by a Governmental Authority resulting from (i) any investigation or proceeding pending prior to the Closing Date or otherwise arising out (ii) illegal acts or willful misconduct of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold Seller prior to the Closing Date; (dg) all Liabilities Any Liability for (i) Transfer Taxes of Seller Parent as described in Section 8.1 and (ii) Taxes (other than Transfer including, with respect to property Taxes, payments in addition to or in lieu of Taxes and the Property Tax Stabilization Payments) attributable relating to the ownership, operation, sale or use of the Acquired Assets or the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities except those Taxes for which Buyer is liable pursuant to Section 2.7, Section 5.12 and Section 5.13. Any Liability of Seller pursuant to Section 5.20; and Subject to the provisions of Section 5.11, (A) any creditsEnvironmental Liability caused, rebates, refunds created or other amounts payable otherwise in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and existence due to the Ancillary Agreements or from the consummation of the Transactions; (g) all Liabilities arising out activities of or relating otherwise attributable to the Retained Business; (h) except as provided in Section 2.3(j), all Liabilities arising under any 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 Closing; , except those Environmental Liabilities described in Section 2.4(i)(B)(II), Section 2.4(i)(C) and Section 2.4(i)(D) below, (jB) all Liabilities related any Environmental Liability arising out of or resulting from any Release of mercury at Schiller Station that occurred (I) prior to any current or former employees on the Closing or applicants of any Seller (including any severance or other amounts payable to such employees in connection with II) during the consummation performance of the Transactionswork pursuant to the Removal Contract, which Release occurred after Closing but prior to the Schiller Boiler Removal Completion Date, (C) any Environmental Liability relating to the treatment, disposal, storage, discharge, Release, recycling or the arrangement for such activities at, or the transportation to, any Offsite Disposal Facility by Seller, prior to or on the Closing Date, of Hazardous Substances that were generated at the Sites, and (D) any Environmental Liability of Seller for any fines or penalties imposed by a Governmental Authority resulting from (I) any investigation or proceeding pending prior to the Closing Date or (II) illegal acts or willful misconduct of Seller prior to the Closing Date; provided, however, that the Liability of Seller pursuant to Section 2.4(i)(A) and, from and after the occurrence of the Schiller Boiler Removal Completion Date, Section 2.4(i)(B)(I) (and, together with such clauses, any associated indemnification obligations of Seller hereunder) shall terminate (x) on the applicable Excluded Environmental Liability Termination Date, after which any Liabilities described in Section 2.4(i)(A) and Section 2.4(i)(B)(I) shall be Assumed Liabilities for which Buyer is liable pursuant to Section 2.3(a), except and Seller shall have no further Liability with respect thereto, or (y) upon exceeding the indemnification cap set forth in Section 7.4(a)(ii), if earlier than the applicable Excluded Environmental Liability Termination Date, any Liabilities described in Section 2.4(i)(A) and Section 2.4(i)(B)(I) shall be Assumed Liabilities for which Buyer is liable pursuant to Section 2.3(a), and Seller shall have no further Liability with respect thereto. The Excluded Liabilities arising following described in Section 2.4(d) (solely as it relates to employee exposure to Hazardous Substances), Section 2.4(h) and Section 2.4(i), as limited by the Closing in connection with Buyer’s employment terms thereof, are referred to herein as the “Excluded Environmental Liabilities.” For avoidance of Transferred Employees; and doubt, it is the intention of the Parties that Section 2.4(d) (ksolely as it relates to employee exposure to Hazardous Substances), Section 2.4(h) all and Section 2.4(i) shall exclusively define those Environmental Liabilities related constituting Excluded Liabilities hereunder, and that no other provision of this Section 2.4 shall be construed to include any Business Benefit PlanEnvironmental Liabilities.

Excluded Liabilities. Neither Notwithstanding Section 1.3 hereof, at the Closing, the Buyer nor any of its Affiliates shall assume, nor shall they not be or become responsible for, any Liabilities assuming the following liabilities and obligations of the Business or of Sellers other than Company relating to the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this AgreementBusiness: (a) all Liabilities relating to 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 prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone on or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out regardless of or relating when served except to the conduct of the Business prior extent that such Actions referred to the Closingin this clause (ii) relate to Assumed Liabilities; (c) all Liabilities involving All liabilities for and relating to Indebtedness; (d) All liabilities under any product recalls, adverse events or similar events related to the Business Benefit Plans; (e) All liabilities with respect to Products 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 liable, and all withdrawal liabilities relating to 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 property damage) that arise from products of the Business sold on or before the Closing Date; (i) All liabilities and obligations of the Parent or the Company for any medical reimbursements to the employees of the Company relating to medical expenditures incurred by the employees of the Company on or prior to the Closing Date; (dj) all Liabilities for (i) Transfer Taxes All liabilities and obligations of Seller Parent as described in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable to the Acquired Assets Company or the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) all Liabilities Parent arising out of or relating to the Retained Businessany Environmental Condition or any noncompliance with any Environmental Law; (hk) except as provided in Section 2.3(j), all Liabilities arising All liabilities and obligations of the Company or the Parent under any agreements, other than any Business of the Excluded Contracts, to conduct clinical studies; (il) all Liabilities All liabilities and obligations of the Company and the Parent under any Business Contracts, including IP Contracts, to this Agreement; (m) All liabilities and obligations of the extent such Liabilities arise Company and the Parent arising out of the Company's use of the trademarks FN (and design), FLENNUT and FLENNOR on or relate to a breach or default thereunder by any Seller prior to the Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred EmployeesDate; and (kn) All liabilities and obligations relating to the Excluded Assets. In addition to the foregoing liabilities and obligations, at the Closing, the Buyer shall not be assuming any other liability or obligation of the Company relating to the Business except as specifically set forth under Section 1.3 hereof (collectively, the "Excluded Liabilities"). The Excluded Liabilities shall be and remain the sole and exclusive responsibility of the Company, and the Company shall be solely liable and responsible for, and shall perform and discharge in full, all Liabilities related to any Business Benefit Planof the Excluded Liabilities.

Excluded Liabilities. Neither Notwithstanding the foregoing, the Buyer nor any of its Affiliates shall assume, nor shall they not assume or be or become responsible for, for any Liabilities of the Business Sellers or of Sellers other than the Assumed Liabilities their Affiliates set forth below (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:): (a) all Liabilities relating to the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) all Liabilities arising out of or relating to the Retained Business; (h) except as provided in Section 2.3(j)fees, all Liabilities arising under any agreementscosts and expenses of the Sellers or their Affiliates incurred, other than any Business Contractsor for which the Sellers or their Affiliates will be liable, 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation transactions contemplated by this Agreement and the other Transaction Documents, including all professional, accounting and consulting fees; (ii) any Liabilities under or with respect to any Seller Employee Benefit Plan; (iii) any Liability related to employment of any employee of the Transactions)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 Tax of any Seller including but not limited to any Potential Successor Tax, including without limitation any Liability for Liabilities 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 Buyer 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; (vi) any Liability in respect of, or relating to, professional fees due to * relating to the acquisition of OTI by OPKO Health in November 2007; (vii) any Liability in respect of, or relating to, the breaches of service obligations to Nidek Co. Ltd. (“Nidek”) under the services agreement between OTI, Nidek and Newport Corporation dated 29 December 2006 or otherwise under that agreement; (viii) any Liability arising following out of or relating to the Excluded Contracts; (ix) any Liability arising out of, or relating to, the * Purchase Orders; or (x) any Liability arising out of, or relating to, any action, claim, suit or proceeding against the Business that is commenced or, to the Sellers’ Knowledge, threatened as of the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit PlanDate.

Excluded Liabilities. Neither Buyer nor any of its Affiliates shall assumeIt is expressly understood and agreed that, nor shall they be or become responsible fornotwithstanding anything to the contrary in this Agreement, any Liabilities of the Business or of Sellers other than the Assumed Liabilities shall not include the following (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the following shall constitute ): (i) All liabilities and obligations relating exclusively or primarily to the Excluded Liabilities notwithstanding any Assets; (ii) All liabilities and obligations of ▇▇▇▇▇▇ under the contracts and agreements listed on Schedule 1.1(b)(v) attached hereto; (iii) All Excluded Taxes and all other provision obligations and liabilities assumed by, or which are otherwise the responsibility of, ▇▇▇▇▇▇ pursuant to this Agreement in accordance with Articles VIII and IX. For purposes of this Agreement: (a) , “Excluded Taxes” means the following: all Liabilities relating to the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities for (i) Transfer Taxes of Seller Parent as described in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable relating to the Acquired Assets or the operations or the income conduct of the Business for Business, in each case that are attributable to, or payable for, any Pre-Closing Tax Period; ; (eii) all Liabilities Taxes imposed on or payable by any Business Subsidiary for, or with respect to, any Pre-Closing Period, including, without limitation, Taxes, if any, imposed by any Governmental Entity on, or with respect to, any income or gain, derived or deemed to returns of Products sold prior to the Closinghave been derived, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation sale of the Transactions; (g) all Liabilities arising out Acquired Assets, the Business or any Business Subsidiary as a result of or relating to the Retained Business; (h) except as provided in Section 2.3(j), all Liabilities arising under any agreementstransactions contemplated by this Agreement, other than Transfer Taxes that either Buyer is liable for pursuant to Section 8.1(d); (iii) Taxes attributable to, or with respect to, any Pre-Closing Period for which any Business ContractsSubsidiary is held liable by reason of such Business Subsidiary being included in any consolidated, affiliated, combined or unitary group with ▇▇▇▇▇▇ (or any Affiliate of ▇▇▇▇▇▇) at any time at or before Closing Time; and (iv) Taxes imposed on, or payable by, ▇▇▇▇▇▇ or its Affiliates, other than the Business Subsidiaries, (including, without limitation, Taxes, if any, imposed by any Governmental Entity on, or with respect to, any income or gain, derived or deemed to conduct clinical studies; have been derived, from the sale of the Acquired Assets, the Business or any Business Subsidiary as a result of the transactions contemplated by this Agreement) (other than Transfer Taxes that either Buyer is liable for pursuant to Section 8.1(d)). For purposes of this Agreement, “Post-Closing Period” means (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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following taxable period that begins after the Closing in connection with Buyer’s employment Time and (ii) the portion of Transferred Employeesa Straddle Period that begins after the Closing Time; and and “Pre-Closing Period” means (ki) all Liabilities related to any Business Benefit Plan.taxable period that ends at or before the Closing Time and (ii) the portion of a Straddle Period that ends at the Closing Time. For purposes of this Agreement, “Straddle Period” means any taxable period that begins on or before and ends after the Closing Time;

Excluded Liabilities. Neither Except for the Assumed Liabilities, Buyer nor any of its Affiliates shall assume, not assume or be obligated to pay nor shall they the Assets be subject to or become responsible forbound by any liability of Seller, any Liabilities of whether fixed or contingent, recorded or unrecorded, including the Business or of Sellers other than the Assumed Liabilities following (collectively, the “Excluded Liabilities”): (i) the accounts payable of Seller; (ii) accrued expenses of Seller; (iii) prorated portions of capital lease obligations of Seller attributable to periods before the Closing as set forth on Schedule 1.4; (iv) any gain on sale and any recapture that may be recognized under the Medicare, Medicaid and other third-party payor programs based on the transactions herein contemplated; (v) long-term debt of Seller (including the current portion thereof). Without limiting the generality of the foregoing; (vi) liabilities associated with any pension plan, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreement: (a) all Liabilities relating to the conduct of the Business prior to the Closingwelfare benefit plan, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with benefit plan or arising from the Products sold arrangement sponsored by Seller; (vii) third-party payor settlements and retroactive adjustments, if any, for cost reporting periods ending on or prior to the Closing Date arising under the Medicare Program, the Medicaid Program and other third-party payor programs; (viii) liabilities or otherwise obligations arising out of any breach by Seller of any Contract; (ix) the Excluded Contracts; (x) professional liability claims or relating other claims for acts or omissions of Seller occurring prior to the conduct Closing; and (xi) employee claims made by employees of the Business Seller for acts or omissions on or prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan.

Excluded Liabilities. Neither Buyer nor any Notwithstanding the provisions of SECTION 1.3, it is expressly understood and agreed that there shall be excluded from the liabilities and obligations being assumed by Purchaser hereunder, net of all of Purchaser's Third Party Proceeds, the following liabilities and obligations of either Seller or its Affiliates shall assume, nor shall they be or become responsible for, any Liabilities of the Business or of Sellers other than the Assumed Liabilities Affiliate (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:"EXCLUDED LIABILITIES"): (a) all Liabilities relating liabilities and obligations for any indebtedness for borrowed money of either Seller or any of its Affiliates, except to the conduct of extent reflected on the Business prior to the Closing, except as specifically provided in Section 2.3(b)Closing Date Balance Sheet; (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the ClosingSeller Retained Environmental Liabilities; (c) all Liabilities involving any product recallsinter-company payables or inter-company loans owed to either Seller or any of its Affiliates from the Business, adverse events or similar events related in each case to the Business with respect to Products sold prior to extent not reflected on the Closing DateDate Balance Sheet; (d) all Liabilities for (i) Transfer Taxes of Seller Parent as described in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable liabilities or obligations to the Acquired Assets extent not relating to the Business or the operations or the income of the Business for any Pre-Closing Tax PeriodPurchased Assets; (e) all Liabilities with respect liabilities and obligations attributable to returns any acts or omissions to act taken or omitted to be taken by either Seller (or any of Products sold its Affiliates) prior to the ClosingEffective Time, including all Liabilities for breach of Business Contracts by either Seller or any creditsof its Affiliates, rebates, refunds violations by either Seller or other amounts payable in respect any of its Affiliates of any such returned Productapplicable Laws (except to the extent a liability or obligation arises under any Environmental Law, which is separately addressed in SECTIONS 1.3(e) and 1.4(b)) and any and all Legal Proceedings filed against either Seller or their Affiliates before the Effective Time, including the Legal Proceedings set forth in SECTION 4.14 of the Seller Disclosure Schedule; (f) all Liabilities liabilities and obligations attributable to any actions or omissions by or on behalf of Sellers arising either Seller or its predecessors during the period prior to the Effective Time (except to the extent of (i) liabilities or obligations that arise under this Agreement any Environmental Law, which are separately addressed in SECTIONS 1.3(e) and the Ancillary Agreements 1.4(b), or from the consummation (ii) liabilities or obligations that arise as a result of the Transactionsactions or omissions of Purchaser or its Affiliates); (g) all Liabilities arising out liabilities and obligations under the distribution agreements pertaining to the CareFill closed loop perchloroethylene delivery system (the "CAREFILL DRYING CLEANING BUSINESS"), the Perchloroethylene Agency Agreement, dated May 1, 1992, between Vulcan and RR Street & Company, Inc. (the "RR STREET AGREEMENT") and any other contracts, agreements or arrangements of or either Seller relating to dry-cleaning applications of perchloroethylene, except to the Retained Businessextent expressly provided in SECTION 6.8; (h) except as to the extent expressly provided in Section 2.3(j)SECTION 10.1, all Liabilities arising under liabilities and obligations related to (i) any agreementsemployee benefit or compensation plan, program or policy maintained, sponsored or contributed to by either Seller or any of its Affiliates, or any trust, insurance or other arrangement pursuant to any such plan, program or policy and (ii) employees or former employees of either Seller or any of its Affiliates prior to, on or after the Closing Date (including Transferred Business Employees prior to the Employment Date pertaining to such Transferred Business Employees), other than any Business Contracts, to conduct clinical studiesthose liabilities and obligations assumed under SECTION 1.3(d); (i) all Liabilities under liabilities and obligations for any Taxes (other than Transfer Taxes that are Purchaser's responsibility pursuant to SECTION 10.5) of either Seller (or any of its Affiliates) relating to Taxes, the Purchased Assets or the Business Contractsfor any taxable period or portion thereof ending on or before the Closing Date, including IP Contractsreal and personal property taxes which shall be prorated on a daily basis to the Closing Date, in each case to the extent such Liabilities arise out not reflected on the Closing Date Balance Sheet. To the extent Purchaser (or any of or relate to a breach or default thereunder by its Affiliates) is billed for any Seller Taxes which are Excluded Liabilities, Purchaser shall notify Vulcan in writing thereof prior to the Closing; (j) all Liabilities related paying any such Taxes, and Vulcan shall be entitled to pursue and control any Tax Contest relating to any current or former employees or applicants of any Seller Taxes that are Excluded Liabilities. If within ten (including any severance or other amounts payable 10) calendar days after Vulcan receives such written notice from Purchaser, Vulcan shall not have objected to Purchaser's written notice, Vulcan shall pay to Purchaser an amount equal to such employees Taxes. In the event that Vulcan objects to Purchaser's written notice within such ten (10) day period, Purchaser and Vulcan shall negotiate in good faith to resolve such dispute. If Vulcan and Purchaser are unable to reach an agreement within thirty (30) days after Vulcan's receipt of Purchaser's written notice, the dispute shall be resolved by an independent, nationally recognized firm of accountants mutually selected by the parties (the "ACCOUNTANT"). Each of Purchaser and Vulcan shall bear all fees and costs incurred by it in connection with the consummation resolution of such dispute, except that the parties shall each pay fifty percent (50%) of the Transactions), except for Liabilities arising following fees and expenses of the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit PlanAccountant.

Excluded Liabilities. Neither Except as set forth in Schedule 2.1(c) or any other express provision of this Agreement, Buyer nor shall not assume or otherwise become obligated to pay when due, perform or discharge any debts, claims, liabilities, obligations, damages or expenses of the Company or its Affiliates shall assumeaffiliates (whether known or unknown, nor shall they be contingent or become responsible forabsolute, or arising before, on or after the Closing Date), including, without limitation, any Liabilities (i) liability for Taxes relating to operation of the Business through Closing Date (other than Transfer Taxes and any Taxes that are otherwise expressly attributed to or assumed by Buyer pursuant to this Agreement); (ii) obligations under Contracts of Sellers the Company or its affiliates not constituting Assumed Contracts; (iii) payment of any amounts pursuant to retention, stay bonus or similar agreements entered into prior to the Closing by the Company or its affiliates; (iv) obligations of the Company or its affiliates incurred in connection with the Company’s operation of business activities other than the Business; (v) obligations related to intellectual property infringement claims arising from the ownership of any of the Purchased Assets or Licensed Assets or the operation of the Business prior to the Closing Date; (vi) obligations with respect to being a member or part of the Company’s control group or affiliated group, or by virtue of being owned or controlled by the Company or its affiliates, under ERISA, or with respect to discrimination, wrongful termination or other employee Table of Contents claims the underlying facts of which relate to the pre-Closing period; (vii) obligations with respect to formerly leased or owned real properties; (viii) obligations with respect to offsite disposal of hazardous substances; (ix) any liability or obligation of the Company or its affiliates arising out of or relating to the execution and delivery of this Agreement, including any claim for payment of fees and/or expenses of a broker, finder or investment banker in connection with the origination, negotiation, execution or consummation of this Agreement based upon any alleged agreement between the claimant and the Company or its affiliates; (x) any liabilities or obligations of the Company or its affiliates for indebtedness other than Assumed Liabilities; (xi) any liability or obligation relating to any Excluded Asset; (xii) any accrued expenses (to the extent not included in the definition of Accounts Payable); (xiii) any severance not reflected in the Net Working Capital on Closing Statement (for the avoidance of doubt, not affecting Buyer’s obligations with respect to Closing Severance Obligations under this Agreement); (xiv) any obligation or liability to any employees other than the Retained Employees and any obligation or liability under any Company Benefit Plan; (xv) obligations with respect to any Actions (as defined below) pending or threatened prior to the Closing Date or arising from the operation of the Business prior to the Closing Date; (xvi) any intercompany liabilities to Parent, the Company or any of their affiliates; (xvii) any obligation or liability whatsoever other than the Assumed Liabilities Liabilities; and (xviii) those items set forth on Schedule 2.1(d) (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: (a) all Liabilities relating to the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan.

Excluded Liabilities. Neither Buyer Anything in this Agreement to the contrary notwithstanding, Purchaser shall not assume nor bear any responsibility with respect to the payment, performance or discharge any of the following ("Excluded Liabilities"), and the Assumed Liabilities shall not include: 2.5.1. any liability or obligation of Seller or any of its Affiliates shall assumeaffiliates relating to or associated with the businesses or properties of Seller or its affiliates other than the Business except if reflected on the June 30 Balance Sheet; 2.5.2. any liability or obligation related to the Excluded Assets, nor shall they except to the extent specifically set forth in this Agreement; 2.5.3. any liability or obligation for which Seller is obligated to indemnify Purchaser pursuant to this Agreement or which may be (i) reflected on the June 30 Balance Sheet or become responsible for, any Liabilities (ii) incurred in the ordinary course of the Business during the Interim Period, in the case of (i) or of Sellers other than the Assumed Liabilities (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: (aii) all Liabilities relating which Seller has agreed to the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone pay or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior bear subsequent to the Closing Date or otherwise arising out of or relating pursuant to the conduct terms of this Agreement; 2.5.4. all liabilities for any Taxes (other than Transfer Taxes arising in connection with the Business Transactions herein contemplated) payable with respect to the Assets or Seller's operations or income for any periods ending on or prior to the Closing; (c) 2.5.5. all Liabilities involving liabilities and obligations arising from any product recallsrights or Claims of customers of the Business for returns, adverse events exchanges, credits or similar events related otherwise, but only to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities for extent such rights or Claims (i) Transfer Taxes of Seller Parent as described in Section 8.1 relate to any pre-Closing work and (ii) Taxes in the aggregate, exceed any reserve for such items reflected on the Closing Date Balance Sheet; 2.5.6. all liabilities of Seller under Employee Benefit Plans (other than Transfer Taxesthe liabilities assumed by Purchaser pursuant to Section 11.3) attributable relating to the Acquired Assets or the operations or the income of the Business Transferred Employees (including liabilities for any Pre-Closing Tax Period; (e) all Liabilities benefits owned with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 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 Closing; (j) all Liabilities related to any current or former employees or applicants who were retired as of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the TransactionsClosing), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan2.

Excluded Liabilities. Neither Buyer nor Notwithstanding anything in this Agreement to the contrary, other than the Assumed Liabilities, Purchaser shall not assume, and shall be deemed not to have assumed, and shall not have any responsibility of any nature with respect to, any Liabilities of any of Parent or any of its Affiliates shall assumeor otherwise arising out of, nor shall they be or become responsible forrelating to, any Liabilities of the Business or of Sellers other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoingThe Excluded Liabilities shall include, but shall not be limited to, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementfollowing: (a) all Liabilities relating to arising out of, or associated with, any Excluded Assets, including Contracts that are not Assumed Contracts (e.g., the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(bSpecified Excluded Contracts); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating related to the conduct (i) any Indebtedness of the Business prior to the Closingany Seller or any of its Subsidiaries or (ii) any Lien on any Purchased Asset, other than Permitted Exceptions; (c) all Liabilities involving for expenses of Parent or any product recallsof its Affiliates (i) for the negotiation and preparation of this Agreement, adverse events or similar events related (ii) relating to the Business transactions contemplated hereby (including Bankruptcy-Related Fees) or (iii) incurred in connection with respect to Products sold prior to the Closing Datecommencement and continuance of the Bankruptcy Case; (d) except as otherwise provided in Section 2.3 and Article XI, other than Taxes relating to the Purchased Assets for taxable periods (or portions thereof) ending after the Closing Date, all Liabilities for (i) Transfer Taxes of any Seller Parent as described in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable or any of its Subsidiaries or otherwise relating to the Acquired Purchased Assets or the operations or the income of the Business for any Pre-Closing Tax PeriodBusiness; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned ProductProduct Liability Claims; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the TransactionsEnvironmental Liabilities; (g) all any Liabilities of any Seller or any of its Subsidiaries to current or former officers, employees, consultants or independent contractors of any Seller or any of the Selling Subsidiaries related to or arising out of any period ending on or relating prior to, or following (other than with respect to Transferred Employees), the Retained BusinessClosing or related to or arising out of any act or omission during such period, including, without limitation, arising out of any severance plan or policy, employment Contract, unlawful discrimination, wrongful termination, violations of Law, breach of terms of any Benefit Plan or failure to pay or discharge such employees wages or benefits when due; (h) except as provided specifically set forth in Section 2.3(j)Article IX, all Liabilities arising under or relating to any agreementsBenefit Plan, other than the Foreign Benefit Plans (including, without limitation, Liabilities resulting from the termination of any Benefit Plan), whether such Liabilities arise prior to, on or after the Closing, and any other Liability relating to the employment or termination of employment of (x) any employee of any of the Companies or their Subsidiaries, arising from or related to the operation of the Business Contracts, prior to conduct clinical studiesthe Closing or (y) any employee of any of the Companies or their Subsidiaries who is not a Transferred Employee arising on or after the Closing; (i) all Liabilities under any Business Contractsseverance, including IP Contracts“parachute” or similar payment to any officer, director, employee or consultant of any of the Business, the Companies or their Subsidiaries, who provide(d) services for the Business, arising prior to, by virtue of, or in connection with the transactions contemplated by this Agreement (including, without limitation, as a result of the termination of employment pursuant to the extent such Liabilities arise out of or relate to a breach or default thereunder by any Seller prior to the ClosingSection 9.1(a)); (j) all Liabilities any Liability of a Seller or any of its Subsidiaries that constitutes, or is alleged to constitute, a violation of Law; (k) any Liability of a Seller or any of its Subsidiaries arising under or out of, in connection with, or related to any current or former employees or applicants and all Legal Proceedings of any Seller Sellers, its Subsidiaries or the Business; (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employeesl) all Intercompany Payables; and (km) all Liabilities related relating to any Business Benefit Planamounts required to be paid by Sellers hereunder.

Excluded Liabilities. Neither Buyer nor Notwithstanding anything to the contrary herein or in any Schedule hereto, Purchaser shall not assume any of its Affiliates shall assumethe following liabilities, nor shall they be obligations or become responsible forcommitments of Seller, any Liabilities whether arising before, on or after the Closing Date (or, in the case of the Business German Business, whether arising before, on or of Sellers other than after the Assumed Liabilities German Closing Date) (collectively, the “"Excluded Liabilities”). Without limiting "): (i) All liabilities of Seller for borrowed money and capital lease obligations; (ii) All intercompany liabilities or obligations of any kind; (iii) Any liability or obligation of Seller for Taxes; (iv) All liabilities for checks which have been written for the generality account of Seller and which have not been cashed, cleared or otherwise settled on or before the Closing Date (or, in the case of the foregoingGerman Business, on or before the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreement: (a) all Liabilities relating to the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(bGerman Closing Date); (bv) all Liabilities any liability or obligation to make royalty, milestone present or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out past employees of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold Seller's Employee Benefit Plans established or existing on or prior to Closing (or, in the case of the German Business, on or prior to the German Closing) (whether or not such liabilities are accrued or payable at Closing Date(or the German Closing, as the case may be), and whether or not such liabilities are contingent in nature and regardless when such claims arise or are filed), including any current or future liabilities to employees retiring on, before, or after Closing (or the German Closing, as the case may be), and their dependents, except to the extent constituting an Assumed Accrued Liability under Section 2.2(a)(iv); (dvi) all Liabilities for (i) Transfer Taxes of Seller Parent as described in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable any liability or obligation to the Acquired Assets present or the operations or the income past employees of the Business for any Pre-Closing Tax Periodother than the Transferred Employees; (evii) all Liabilities with respect to returns of Products sold prior to any obligation under Contracts other than the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned ProductAssumed Contracts; (fviii) all Liabilities any liability or obligation relating to an Excluded Asset; (ix) All liabilities and obligations of Sellers arising Seller under this Agreement and the Ancillary Agreements or from the consummation of the TransactionsAgreements; (gx) all Liabilities arising out of Any liability or relating to the Retained Business; (h) except as provided in Section 2.3(jobligation set forth on Schedule 2.2(b)(x), all Liabilities arising under any 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan.

Excluded Liabilities. Neither Notwithstanding any provision in this Agreement to the contrary, Buyer nor shall not assume and shall not be obligated to assume or be obliged to pay, perform or otherwise discharge any Liability of its Affiliates any Seller, and Sellers shall assume, nor shall they be or become responsible for, any solely and exclusively liable with respect to all Liabilities of the Business or of Sellers Sellers, other than the Assumed Liabilities (collectively, collectively the “Excluded Liabilities”). Without limiting For the generality avoidance of the foregoingdoubt, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementinclude, but are not limited to, the following: (a) all Liabilities any Liability of Sellers and their Affiliates arising out of, or relating to, this Agreement or the transactions contemplated by this Agreement, whether incurred prior to, at or subsequent to the conduct Closing Date, including, without limitation, all finder’s or broker’s fees and expenses and any and all fees and expenses of the Business prior to the Closing, except as specifically provided in Section 2.3(b)any Representatives of Sellers; (b) all Liabilities any Liability of Sellers and their Affiliates relating to make royalty, milestone (x) events or deferred payments conditions occurring or any other contingent payments to third parties existing in connection with with, or arising from out of, the Products sold Business as operated prior to the Closing Date, or (y) the ownership, possession, use, operation or sale or other disposition prior to the Closing Date of any Purchased Assets (or otherwise arising out of any other assets, properties, rights or relating to the conduct of the Business interests associated, at any time prior to the ClosingClosing Date, with the Business); (c) all Liabilities involving any product recalls(i) Liability of Sellers or any member of any consolidated, adverse events affiliated, combined or similar events related unitary group of which one or more Sellers is or has been a member, for Taxes and (ii) Taxes of any other Person pursuant to the Business with respect to Products sold prior to an agreement or otherwise; (d) any Liability incurred by Sellers or their respective directors, officers, stockholders, agents or employees (acting in such capacities) after the Closing Date; (d) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect any Liability of Sellers and their Affiliates to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect Person on account of any such returned ProductProceeding; (f) all Liabilities any Liability of Sellers and their Affiliates relating to or arising under this Agreement and the Ancillary Agreements or from the consummation out of the Transactionsan Excluded Asset; (g) all Liabilities arising out other than as specifically set forth herein, any liability or obligation of Sellers and their Affiliates under any Indebtedness, including, without limitation, any Indebtedness owed to any stockholder or relating to the Retained Businessother Affiliate of any Seller, and any Contract evidencing any such financing arrangement; (h) except as provided in Section 2.3(j), all Liabilities any Liability of Sellers and their Affiliates (i) arising under Environmental Laws attributable to or incurred as a result of any agreementsacts, other than omissions, or conditions first occurring or in existence as of or prior to the Closing Date, including, but not limited to, any Business ContractsLiability with respect to the release, handling, discharge, treatment, storage, generation, disposal, or presence of Hazardous Substances at any location, (ii) claims relating to conduct clinical studiesemployee health and safety, including claims for injury, sickness, disease or death of any Person (for periods prior to the Closing Date with respect to the Purchased Entity only) or (iii) compliance with any Legal Requirement relating to any of the foregoing; (i) all Liabilities other than the SeaMaster Note, any Liability of Sellers and their Affiliates under any Business ContractsIndebtedness (and any interest or penalties accrued thereon), including IP Contractsincluding, to the extent such Liabilities arise out of or relate to a breach or default thereunder without limitation, any Indebtedness under (i) that certain senior secured credit facility, dated November 8, 2006, as amended, by any Seller prior to the Closing;and among Fortress Credit Corp., as agent for lenders, Maritime, Summit and certain affiliates, (ii) those certain amended and restated secured convertible notes issued by Summit on May 21, 2007, as amended, (iii) those certain secured convertible notes issued by Summit on May 21, 2007, as amended, and (iv) those certain unsecured convertible notes issued by Summit on May 21, 2007, as amended. (j) all Liabilities related any fees or expenses of Sellers and their Affiliates incurred with respect to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employeestransactions contemplated herein; and (k) all Liabilities related any Liability of Sellers and their Affiliates relating to or arising out of any Business Benefit Plan. (l) any severance, termination, change of control, earnout or other similar payment obligations of the Sellers (whether arising prior to or after the Closing).

Excluded Liabilities. Neither Notwithstanding anything to the contrary contained herein, other than the Assumed Liabilities, the Seller Parties shall be responsible for all of the Seller Parties’ respective Liabilities not expressly assumed by Buyer nor any of its Affiliates under this Agreement, and Buyer shall not assume, nor shall they or in any way be liable or become responsible for, any Liabilities of the Business or of Sellers other than the Assumed Liabilities Seller Parties (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, Buyer shall not assume the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementfollowing: (a) all Liabilities relating any Liability to the conduct pay any Taxes of the Business prior Seller Parties or any of their Affiliates, regardless of whether arising in connection with the consummation of the transactions contemplated hereby or otherwise (other the Apportioned Obligations that are apportioned to the Closing, except as specifically provided in Buyer pursuant to Section 2.3(b6.2); (b) all Liabilities to make royalty, milestone any Liability of the Seller Parties or deferred payments their Affiliates for performance under this Agreement or any other contingent payments to third parties in connection with of the Ancillary Agreements; (c) any Liability under any Assigned Contract arising out of facts, circumstances or arising from the Products sold occurrences existing prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business any breach, violation or failure to perform that occurred prior to the ClosingClosing Date (other than Liabilities in respect of accounts payable or other accruals, for which Section 1.4(g) shall instead apply); (cd) all Liabilities involving any product recallsLiability under any Real Property Lease that is not a Transferring Real Property Lease; (e) any Liability relating to any Debt of the Seller Parties or their Affiliates (other than, adverse events for the elimination of doubt, any trade payables or similar events other obligations arising under Assigned Contracts on or following the Closing Date); (f) any Liability for any accounts payable or other accruals related to the Business with respect to Products sold arising prior to the Closing Date; (dg) all Liabilities any Liability arising out of the Seller Parties’ or their Affiliates’ obligations under or agreements with any Payment Programs (including pursuant to any Provider Agreements); (h) any Liability for laboratory testing performance or results, any laboratory or medical malpractice claims or any violation or non-compliance of any Health Care Law arising from the operation of the Business prior to the Closing Date or, for the avoidance of doubt, from the operation of the Excluded Business at any point in time; (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 the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) all Liabilities Liability arising out of or relating to or any Payment Program or any other payor (including Medicare or Medicaid), making any claims or any offsets, withholding funds from Buyer, or requiring Buyer to refund any payments for services rendered on or after the Retained Closing Date, due to overpayments, duplicate payments, fraud, incorrect billing, retroactive denials or for any other reason relating to any action or inaction of the Seller Parties or their Affiliates in connection with the operation of the Business prior to the Closing Date or, for the avoidance of doubt, from the operation of the Excluded Business at any point in time; (j) any Liability relating to or arising from a Security Incident occurring prior to the Closing Date; (k) any Liability relating to or arising from the Excluded Assets or the Excluded Business; (hl) except as provided in Section 2.3(j), all Liabilities any Liability arising under any agreements, other than employee compensation or employee benefit plan adopted by the Seller Parties or their Affiliates including any Business Contracts, to conduct clinical studiesof the Seller Parent Benefit Plans; (im) any Liability relating to, arising from or in connection with Business Employees or former employees of the Business during all Liabilities under any Business Contractstime periods prior to and through the Closing, including IP Contractsany severance, to the extent such Liabilities arise out change in control or other payments triggered upon termination of or relate to a breach or default thereunder by employment with any Seller Parties in connection with the transactions contemplated by this Agreement; (n) any Liability arising under Environmental Laws or with respect to Hazardous Substances arising from facts, circumstances or conditions, existing, initiated or occurring on or prior to the ClosingClosing Date and relating to the Business, the Purchased Assets or any real property currently or formerly owned, operated, used or leased by the Seller Parties or their Affiliates; (jo) any Liability of the Seller Parties or their Affiliates arising from or relating to violation of the Intellectual Property rights of any Person; (p) any Liability arising out of, related to, or in connection with, any litigation brought by any stockholder of Seller Parent or derivatively in the name of Seller Parent; (q) all Liabilities related to any current Action or former employees the defense, settlement or applicants other disposition of any Seller Action occurring prior the Closing Date; or (including r) any severance or other amounts payable to such employees in connection with the consummation Liability of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit PlanSeller Parties or their Affiliates that is not specifically included as an Assumed Liability.

Excluded Liabilities. Neither (a) Notwithstanding anything to the contrary set forth in this Section 2.4 or elsewhere in this Agreement, and without limiting the provisions of Section 2.3, Buyer nor any of its Affiliates shall assumenot assume and shall not be responsible to pay, nor shall they be perform, satisfy or become responsible for, discharge any Liabilities of the Business or of Sellers Sellers, other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, all of the following Liabilities shall constitute the be Excluded Liabilities notwithstanding any other provision of this AgreementLiabilities: (ai) all Liabilities of Sellers relating to or arising out of any of the Excluded Assets; (ii) any and all Liabilities relating to the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b)any Contracts that are not Assigned Contracts; (biii) all any Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out breaches of or relating to the conduct of the Business any Assigned Contract by Sellers prior to the Closing; (civ) all Liabilities involving for or in respect of Indebtedness; (v) all Liabilities under any product recallsSellers’ Benefit Plan (other than any Assumed Plan), adverse events including without limitation any claim or similar events occurrence incurred prior to the Closing, other than as expressly provided under Section 7.2; (vi) (A) subject to Section 2.3(a)(iii), all Liabilities arising out of, related to or in connection with the employment or service with, or termination of employment or service of any employee, consultant or other service provider of, Sellers or any of their Affiliates, other as expressly provided under Section 7.2; (B) all Liabilities for the payment of severance to any Business with respect to Products sold Employee under any Contract existing on or prior to the Closing Date; Date upon a termination of such Business Employee’s employment prior to, on or after the Closing (dother than any Liabilities arising under any agreement entered into with Buyer or any of its Affiliates), or (C) all Liabilities for (i) Transfer Taxes the payment of Seller Parent as described any change in Section 8.1 and (ii) Taxes control or transaction bonus to any Business Employee or other individual resulting from the consummation of the Transactions (other than Transfer Taxesany Liabilities arising under any agreement entered into with Buyer or any of its Affiliates); (vii) all Liabilities of Sellers or any Affiliate of Sellers for Taxes and all Liabilities for Taxes attributable to the Acquired Assets Business or the operations or the income of the Business Purchased Assets for any Pre-Closing Tax PeriodPeriods (other than as set forth in Section 2.3(a)(v)); (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (fviii) all Liabilities of Sellers arising or any Affiliate of Sellers under this Agreement and the or any Ancillary Agreements or from under any other certificate, instrument or other agreement entered into in connection with the consummation Transactions (including without limitation Liabilities for breach thereof by Sellers or any Affiliate of the TransactionsSellers); (gix) all Liabilities arising out of or relating to the Retained Businessset forth in Schedule 2.4(a)(ix); (h) except as provided in Section 2.3(j), all Liabilities arising under any 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 Closing; (jx) all Liabilities related to any categories of current liabilities indicated as “excluded” on Schedule 1.1(a); (xi) all Liabilities for environmental matters solely to the extent arising or former employees resulting from or applicants of any Seller (including any severance contributed to or other amounts payable to such employees in connection with exacerbated by the consummation operation of the Transactions), except for Liabilities arising following Business by Sellers or any of their Affiliates before the Closing in connection with Buyer’s employment of Transferred EmployeesClosing; and (kxii) all any Liabilities (A) related to any Business Benefit Planviolation of Law or any Action by any Governmental Body, (B) related to any Taxes other than as set forth in Section 2.3(a)(v), and (C) related to any breach of this Agreement or any Ancillary Agreement by Sellers. (b) For the avoidance of doubt, if the amount of any Liabilities included in any of Sections 2.4(a)(i) through 2.4(a)(xii) above is also included in one or more of the other of Sections 2.4(a)(i) through 2.4(a)(xii) above, such amount will not be double-counted for purposes of determining the aggregate amount of Excluded Liabilities.

Excluded Liabilities. Neither Buyer nor any of its Affiliates shall assumeNotwithstanding anything to the contrary in this Agreement, nor shall they be or become responsible for, any Liabilities of the Business or of Sellers other than the Assumed Liabilities shall not include the following (collectively, the “"Excluded Liabilities”). Without limiting the generality of the foregoing, the following shall constitute "): (i) all liabilities and obligations relating exclusively or primarily to the Excluded Liabilities notwithstanding any other provision of this Agreement:Assets; (aii) all Liabilities liabilities and obligations for Taxes (whether or not reflected on the Most Recent Balance Sheet) relating to the conduct of the Business all periods ending on or prior to the Closing, except as specifically provided determined in accordance with Section 2.3(b8.2; (iii) all liabilities and obligations of the Sellers in respect of employees or employee benefits retained by a Seller pursuant to Article IX; (iv) all liabilities and obligations of the Sellers under the agreements listed on Schedule 1.1(d)(iv); (bv) all Liabilities to make royalty, milestone or deferred payments liabilities and obligations of the Sellers under this Agreement or any other contingent payments to third parties Ancillary Agreement; (vi) all liabilities and obligations of any Seller for costs and expenses incurred in connection with this Agreement or the consummation of the transactions contemplated by this Agreement (including without limitation any fees for financial advisors engaged by or on behalf of the Sellers) and any Taxes arising from in connection with the Products sold consummations of the transactions contemplated hereby (other than Taxes referred to in Section 8.1(d)); (vii) all liabilities and obligations arising out of disallowances, redeterminations and reallocations of overhead charges and other allocated expenses and rates included in costs incurred on or prior to the Closing Date or otherwise arising out of or relating under any Government Contract included in the Acquired Assets, but only to the conduct extent such overhead charges and allocated expenses and rates relate exclusively or primarily to operations of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities for (i) Transfer Taxes of Seller Parent as described in Section 8.1 and (ii) Taxes (Raytheon other than Transfer Taxes) attributable to the Acquired Assets or the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) all Liabilities arising out of or relating to the Retained AIS Business; (h) except as provided in Section 2.3(j), all Liabilities arising under any agreements, other than any Business Contracts, to conduct clinical studies; (iviii) all Liabilities under accounts payable or similar payment obligations by the AIS Business to Raytheon or any Business Contracts, including IP Contracts, to the extent such Liabilities arise out Subsidiary of or relate to a breach or default thereunder by any Seller prior to the Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred EmployeesRaytheon; and (kix) all Liabilities related liabilities and obligations of the Sellers relating to any Business Benefit Planor arising out of the Bombardier Litigation.

Excluded Liabilities. Neither Buyer nor any of its Affiliates shall assumeExcept for the Assumed Liabilities, nor shall they Buyers will not assume or be or become responsible for, liable for any Liabilities of arising from or related to the Business or of Sellers other than the Assumed Liabilities (collectivelyU.S. Purchased Assets, the “Excluded Liabilities”). Without limiting Mexican Equipment or the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreement: (a) all Liabilities relating to the conduct operation of the Business prior to the Closing (the "Excluded Liabilities") including, without limitation, the following: (a) any Liabilities arising in connection with any Taxes of Sellers for any period prior to the Closing Date, but excluding (i) any Transfer Taxes, which are the responsibility of Buyers pursuant to Section 6.6(c) and (ii) any Taxes incurred on or after the Closing Date as a result of actions taken by Buyers following the Closing, except as specifically provided in Section 2.3(b); (b) all any Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating the Excluded Assets, including with respect to the conduct of the Business prior to the ClosingContracts that are not Purchased Contracts; (c) all any Liabilities involving arising under any product recallsplan or agreement relating to employee benefits, adverse events employment, severance or similar events related to the Business with respect to Products sold compensation of employees of Sellers prior to the Closing Dateor from the actions, prior to the Closing, of employees and agents of Sellers; (d) all any Liabilities for arising from (i) Transfer Taxes of Seller Parent as described in Section 8.1 and (ii) Taxes (product liability claims or other than Transfer Taxes) attributable claims for injury to the Acquired Assets person or the operations or the income property relating to products of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products manufactured or sold prior to the Closing, including all Liabilities and (ii) product warranty or similar claims relating to demands for any credits, rebates, refunds or other amounts payable in returns with respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation to products of the Transactions; (g) all Liabilities arising out of Business manufactured or relating to the Retained Business; (h) except as provided in Section 2.3(j), all Liabilities arising under any 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 sold prior to the Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (ke) all Liabilities related subject to Sections 10.5 and 10.6 hereof, any Business Benefit PlanEnvironmental Liability arising out of Mexican Seller's ownership or operation of the Facility prior to the Closing.

Excluded Liabilities. Neither Buyer nor Notwithstanding Section 2.2 (and without implication that Purchaser is assuming any liability not expressly excluded by this Section 2.3 and, where applicable, without implication that any of its Affiliates shall assume, nor shall they be or become responsible for, any Liabilities of the Business or of Sellers other than the following would constitute Assumed Liabilities (collectively, but for the “Excluded Liabilities”provisions of this Section 2.3). Without limiting the generality of the foregoing, the following claims against and liabilities of Seller are excluded and shall constitute the Excluded Liabilities notwithstanding any other provision not be assumed or discharged by Purchaser and Seller shall be solely and exclusively liable and responsible for all debts, obligations, contracts or liabilities, whether known or unknown, contingent or otherwise, which arise out of this Agreement: (a) all Liabilities relating to the conduct of the Business prior to the ClosingClosing which are not Assumed Liabilities (the "Excluded Liabilities") including, without limitation, the following: (a) except as specifically provided in Section 2.3(b2.2(h), any liabilities to Seller or any of Seller's Affiliates (as herein defined) (including any liability reflected in the Intercompany Accounts); (b) all Liabilities to make royaltyany liabilities for legal, milestone or deferred payments or accounting, audit and investment banking fees, brokerage commissions, and any other contingent payments to third parties expenses incurred by Seller in connection with the negotiation and preparation of this Agreement and the sale of the Purchased Assets to Purchaser; (c) any liabilities of any of Seller or arising from any of its Affiliates, including Seller's predecessors, for Taxes, irrespective of the Products sold prior manner in which such Taxes are reflected on the financial statements of Seller, other than the Assumed Taxes, payroll taxes or any Taxes in accrued vendor payables included in Section 2.2(b) and that portion of sales and transfer taxes payable pursuant to Section 12.2 by Purchaser; (d) any liability for or related to indebtedness of Seller to banks, financial institutions or other persons or entities with respect to borrowed money or otherwise; (e) any liabilities of Seller under those leases, contracts, insurance policies, commitments, sales orders, purchase orders, Permits and Environmental Permits which are Assumed Liabilities, subject, however, to the provisions of Section 8.9; (f) any liabilities of Seller to pay severance benefits which arise by virtue of the sale of the Purchased Assets pursuant to the provisions hereof (other than any such liabilities which arise out of any action by Purchaser on or following the Closing Date Date, it being understood and agreed that any such liabilities constitute Assumed Liabilities hereunder); (g) any liability in respect of any wrongful discharge claim or otherwise claims under any Federal or state civil rights or similar law, or the Worker Adjustment Retraining and Notification Act ("WARN Act") or any similar local or state law, arising out of the sale of the Purchased Assets or relating to the conduct of the Business by Seller prior to the Closing (other than any such liabilities which arise as a result of actual terminations or layoffs by Purchaser of employees of the Business which occur after the Closing Date and result from the aggregation of any terminations or layoffs of employees of the Business conducted by Seller prior to the Closing Date, it being understood and agreed that any such liabilities constitute Assumed Liabilities hereunder so long as, but only so long as, such employees who were terminated by Seller within the thirty-day period ending on the day immediately before Closing Date are listed in a schedule delivered by Seller to Purchaser at the Closing); (ch) all Liabilities involving any product recallsclaims against or liabilities of Seller for injury to or death of persons or damage to or destruction of tangible property (including, adverse events or similar events related to without limitation, any workmen's compensation claim) arising out of the conduct of the Business by Seller, 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; (i) except as specifically provided in Article IX or in any of the Ancillary Agreements or otherwise required by applicable law, any liabilities arising out of or in connection with any of Seller's employee welfare and pension benefit (including profit sharing) plans and any other retirement plan or program; (j) except for any such liabilities which arise out of any action by Purchaser following the Closing Date, it being understood and agreed that any such liabilities constitute Assumed Liabilities hereunder, any so-called "sale-bonuses" payable to Seller's employees by reason of the sale of the Purchased Assets, and any liabilities for salaries, wages, bonuses, vacation pay and other compensation which are owed to employees of Seller who, notwithstanding Purchaser's compliance with Section 9.1, do not become employees of Purchaser (without implication that the contrary would otherwise be true, it is understood and agreed that liabilities under the agreements listed in Schedule 2.2(c) do not constitute so-called "sale-bonuses" and are Assumed Liabilities hereunder); (k) any liabilities or obligations, whether known or unknown, fixed or contingent, with respect to Products sold to, or relating to, any Environmental Laws (as herein defined) or any environmental matter, including, but not limited to, any liabilities arising out of any acts, omissions, or conditions that first occurred or existed prior to the Closing Date; (dl) all Liabilities for except as otherwise contemplated hereby, any liability whether presently in existence or arising hereafter which is attributable to an asset that is not a Purchased Asset; (im) Transfer Taxes any liability of Seller Parent as described for litigation (contingent or otherwise) arising out of, in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable relation to or caused by the Acquired Assets or the operations or the income operation of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred EmployeesDate; and (kn) all Liabilities related without limitation by the specific enumeration of the foregoing, any liabilities not expressly assumed by Purchaser pursuant to any Business Benefit Planthe provisions of Section 2.2.

Excluded Liabilities. Neither Except for the Assumed Liabilities, in no event will Buyer nor any of its Affiliates shall assume, nor shall they be agree to pay, discharge or become responsible satisfy, or otherwise have any responsibility for, any Liability (together with all other Liabilities of any of the Business or of Sellers other than the Seller Parties that are not Assumed Liabilities (collectivelyLiabilities, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreement:): (a) all Liabilities relating to any Liability (including, without limitation, accounts payable or intercompany amounts) owed by Seller to any Affiliate of Seller; (b) relating to any accounts payable with respect to services received by Seller on or prior to the conduct of the Business Closing Date (“Excluded AP”); (c) Liabilities incurred prior to the Closing, except other than Liabilities (i) set forth on Schedule 2.05(c) or (ii) included as specifically provided in Section 2.3(b)part of the Closing Working Capital transferred by Seller to Buyer pursuant to this Agreement; (bd) all Liabilities for Excluded Taxes; (e) with respect to make royaltyIndebtedness, milestone including any interest or deferred payments penalties accrued thereon; (f) to any employee, Governmental Authority or any other contingent payments to third parties in connection with or arising from the Products sold prior Person, related to the Closing Date or otherwise arising out of or relating to the conduct operation of the Business prior to or the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold Assets prior to the Closing Date; (dg) all Liabilities for relating to, resulting from or arising out of (i) Transfer Taxes of Seller Parent as described claims made in Section 8.1 and pending or future Actions or (ii) Taxes (other than Transfer Taxes) attributable to the Acquired Assets claims based on or the operations arising out of actual or the income alleged violations of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold Law as in effect prior to the Closing, including all Liabilities for breach of contract, employment matters or environmental, health and safety matters, alleged tortious conduct or any creditsother actual or alleged misfeasance, rebates, refunds malfeasance or other amounts payable in respect failure of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; Seller Parties or any of their respective officers or directors to perform any obligation, in each case (gi) all Liabilities and (ii) arising out of or relating to events which shall have occurred, or services performed, or the operation of the Business or the Assets prior to the Closing Date; (h) relating to or arising out of the ownership or operation of the Business or the Assets prior to the Closing Date, in each case arising under or imposed by any Environmental Law or any Environmental Condition; (i) to indemnify or reimburse amounts to any officer, director or employee of any of the Seller Parties; (j) relating to or arising from any Benefit Plan; (k) pertaining to any Excluded Asset; (l) except as included as part of the Closing Working Capital transferred by Seller to Buyer pursuant to this Agreement, relating to all wages, bonuses, commissions, independent contractor payments, payroll, workers’ compensation, unemployment benefits, stay, change of control, severance, bonus or similar payments due by Seller to any Person and other accelerations or increases in rights or benefits of Seller’s employees (or former employees) under any plan, agreement or arrangement of Seller which obligation, in each case, (A) arises at or prior to the Closing, (B) relates to any current or former employee or contractor of Seller solely with respect to services rendered to Seller, whether such obligations arise prior to, on or after the Closing Date, or (C) is payable or becomes due in whole or in part as a result of the consummation of the Transactions, including all employer, payroll or other similar Taxes, any Tax withholding and any gross-up or similar payments for another Person’s Taxes that are payable in connection with or as a result of the payment of such Liability; (m) relating to, resulting from or arising out of any former operations of any of the Seller Parties that have been discontinued or disposed of prior to the Closing Date or relating to, resulting from or arising out of any operations of any of the Seller Parties other than the Business, including, without limitation, the Retained Business; (hn) except as provided in Section 2.3(j), all Liabilities arising under any agreements, other than any Business Contracts, to conduct clinical studiesSeller Transaction Expenses; (io) all Liabilities under for any Business Contracts, including IP Contracts, damage to real or personal property leased by any of the Seller Parties which occurred prior to the extent such Liabilities arise Closing Date; (p) relating to the real property owned or leased by any of the Seller Parties; (q) arising out of or relate any failure of the operation of the Business to a breach or default thereunder by have been in compliance with any Seller applicable Laws and Governmental Orders prior to the Closing; (jr) all Liabilities related relating to any current failure by any of the Seller Parties to possess all Permits required to conduct the Business or former employees or applicants comply with any terms and requirements of its Permits prior to Closing; (s) arising out of the classification by the Seller Parties of any Person who has performed services to, for, or on behalf of, the Business prior to Closing as an employee or an independent contractor, or as an exempt or non-exempt employee under the Fair Labor Standards Act of 1938, as amended, and comparable state and local laws; or (t) of any of the Seller (including Parties or any severance of their respective officers or other amounts payable to such employees directors arising or incurred in connection with the consummation negotiation, preparation and execution of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby. Such Excluded Liabilities shall include all Actions relating to any or all of the Transactions), except for Liabilities arising following the Closing foregoing and all costs and expenses in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plantherewith.

Excluded Liabilities. Neither Except as specifically set forth in Section 2.3 and elsewhere in the Transaction Documents, Buyer nor shall not assume or in any of its Affiliates shall assume, nor shall they way be or become responsible for, any Liabilities of the Business or of Sellers other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoingand Seller shall remain responsible for, the following shall constitute debts, claims, commitments, liabilities and obligations of Seller and the Excluded Liabilities notwithstanding any other provision of this Agreement:Business (the "EXCLUDED LIABILITIES"): (a) all Tax liabilities, including penalties and interest, in respect of periods prior to the Closing Date; (b) all indebtedness for borrowed money relating to the conduct of the Business for all periods prior to the Closing Date; (c) Liabilities arising directly out of the Excluded Assets; (d) any Environmental Liabilities relating to or arising out of (1) the acts or omissions of Seller, (2) the acts or omissions of any person prior to the Closing Date related to Seller, the Business or the Transferred Assets, or (3) the use, handling, storage, treatment or disposal of any Hazardous Materials related to Seller, the Business or the Transferred Assets prior to the Closing Date; (e) Inter-company payables and receivables between or among the Business and the balance of AAPC's business arising from the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising and obligations under this Agreement and the Ancillary Agreements or from the consummation of the TransactionsBenefit Plans; (g) all Liabilities arising out of or relating trade payables and obligations incurred prior to the Retained BusinessFiling Date; (h) except all amounts owing to employees of Seller under the Key Employee Retention Program, as provided approved and described by the Bankruptcy Court Order in Section 2.3(j)Orders dated June 11, all Liabilities arising under any agreements2001 and June 12, other than any Business Contracts, to conduct clinical studies2002; (i) all Liabilities under any Business Contractsthe Liabilities, including IP Contractsif any, to the extent such Liabilities arise out of or relate to a breach or default thereunder by any Seller prior to the Closing;listed on SCHEDULE 2.4(i); and (j) all any Liabilities related relating to pending or threatened litigation, warranty claims (other than those included in the Assumed Liabilities), or bankruptcy and any current or former employees or applicants Liability of any Seller (including any severance or other amounts payable to such employees for costs and expenses incurred in connection with the consummation Contemplated Transactions, including, without limitation, any broker's or finder's commission, fee or similar compensation; (k) any actual or alleged violation by Seller or any of its Affiliates of any Applicable Law; (l) any infringement or alleged infringement of the Transactions), except for Liabilities rights of any Person arising following out of the Closing use of any of the Transferred Intellectual Property in connection with Buyer’s employment of Transferred Employeesthe Business prior to the Effective Time; (m) except as reflected on Schedule 2.3(c), any workers compensation claims relating to the Business for any period prior to the Effective Time; and (kn) except for items specifically included in the Assumed Liabilities, all Liabilities related of Seller relating to or arising out of any Business Benefit Planact, event or omission occurring prior to the Effective Time.

Excluded Liabilities. Neither The Buyer nor will not assume, and will not have been deemed to assume, any of its Affiliates shall assume, nor shall they be or become responsible for, any the following excluded Liabilities of the Business or of Sellers other than the Assumed Liabilities Remaining Ferro Group (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:): (ai) all Liabilities relating to the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise with, arising out of or otherwise relating to the conduct of the Business Excluded Assets, whether arising on, prior to or after the Closing; (cii) any Liabilities of any Remaining Ferro Group, other than any Assumed Liabilities, whether arising on, prior to or after the Closing; (iii) those certain Liabilities under the applicable Seller Benefit Plans in accordance with Section 5.9; (iv) all Liabilities involving arising out of any product recallsDebt Obligations of any of the Remaining Ferro Group, adverse events including all such Debt Obligations between any Asset Seller, on the one hand, and the other members of the Remaining Ferro Group, on the other hand; (v) all Liabilities to the extent arising out of the Company’s or similar events any of its Affiliate’s (other than any Divested Company’s) portion of Shared Contractual Liabilities; (vi) any Liabilities relating to Taxes (i) with respect to any member of the Remaining Ferro Group, (ii) related to the Business Non-Tile Business, or (iii) related to the Business, including Sold Assets and Assumed Liabilities, in each case, with respect to Products sold prior to the Closing Date; (d) all Liabilities 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 the operations or the income of the Business for any a Pre-Closing Tax Period; (evii) all any Liabilities with respect to returns of Products sold prior related to the Closingclosure, including all Liabilities for any creditswinding-up, rebates, refunds liquidation or other amounts payable analogous procedure in respect any jurisdiction, of any such returned ProductAffiliate of the Company; (fviii) all any Liabilities of Sellers arising under this Agreement and related to the Ancillary Agreements actions taken (or from not taken) by the consummation of Remaining Ferro Group in accordance with implementing the TransactionsSeparation Plan; (gix) all the Liabilities arising out of or relating related to the Retained Businessimplementation of the separation and transition of Business Employees as contemplated by Section 5.9 (including for the avoidance of doubt as expressly contemplated by Section 5.9(g)(iii)); (hx) except as provided in Section 2.3(j), all Liabilities arising under any 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred EmployeesTransaction Expenses; and (kxi) all any Liabilities related set forth on Schedule 2.4(b)(xi). For the avoidance of doubt, the Company (or its designee(s), including any applicable Remaining Ferro Group) shall be solely responsible for the Excluded Liabilities, without further recourse to any Business Benefit Planthe Buyer or its subsidiaries or their respective Affiliates.

Excluded Liabilities. Neither Except as expressly set forth in Section 2.2(a), Buyer nor does not and will not assume any liability or obligation of any kind of Sellers or any of its Affiliates shall assumetheir Affiliates, nor shall they be or become responsible forany obligation relating to the Business, any Liabilities the use of the Business Purchased Assets, or of the performance by Sellers other than the Assumed Liabilities under any Contracts, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, known or unknown, or otherwise (collectively, the “"Excluded Liabilities”"). Without limiting the generality of the foregoing, including, without limitation, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementfollowing: (ai) all Liabilities relating to the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise Sellers arising out of or relating to the conduct of the Business prior to the Closingin connection with this Agreement; (cii) all Liabilities involving any product recallsof Sellers arising out of the matters described in Schedule 4.9 or the matters disclosed on Schedule 4.11, adverse events or similar events 4.19, and 4.23; (iii) Liabilities of Sellers related to the Business Excluded Assets or related to assets of Sellers not used in the Business; (iv) Liabilities with respect to Products sold workers' compensation or other employee related claims, and personal injury or property damage claims and contract claims, in each such case, only to the extent arising out of events or occurrences prior to the Closing Date; (dv) all Liabilities for (i) Transfer Taxes of Seller Parent Except as described otherwise provided in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable to the Acquired Assets or the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closingthis Agreement, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) all Liabilities arising out of or relating occurrences prior to the Retained BusinessClosing Date which are not reflected in the Audited Closing Date Balance Sheet; (hvi) Liabilities of Sellers for Taxes (it being understood and agreed that Buyer shall not be deemed to be Seller's transferee with respect to any Liabilities of Sellers with respect to Taxes); (vii) except as expressly provided in Section 2.3(j)6.13, any and all Liabilities arising under any agreementsEnvironmental Law, other than any Business Contractsincluding but not limited to, liabilities relating to or arising out of or attributable, in whole or in part, to conduct clinical studiesthe manufacture, processing, distribution, use, treatment, storage, release, disposal, arranging for disposal, transport or handling of any Regulated Substances by Sellers, or by any predecessors in interest in connection with or in any way arising from or relating to any of the Purchased Assets or the Business, or relating to or arising from or attributable, in whole or in part, to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of any such substance by any other Person on or prior to the date hereof, or arising from migration of substances from adjacent properties on or prior to the date hereof; (iviii) all Liabilities of Sellers under any Business Contracts, including IP Contracts, to the extent such Liabilities arise out of Seller Plan or relate to a breach or default thereunder by any Seller prior to the Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred EmployeesBenefit Arrangement; and (kix) Any and all Liabilities related of Sellers relating to or arising out of the events and circumstances surrounding the death of ▇▇▇▇▇▇ ▇▇▇▇ on or about October 24, 1998, an employee of Miami Aircraft Corporation who was allegedly struck by a fuel truck driven by an employee of Aero following the fueling at the Midway FBO of an airplane operated by American Airlines. (x) Any and all Liabilities of Sellers relating to, arising from or connected with (A) the IRB Loan Agreement, (B) that certain Reimbursement Agreement between ▇▇▇▇▇▇▇ and The First National Bank of Chicago dated as of November 1, 1997, and (C) any Business Benefit Planand all other agreements, documents or instruments relating to or connected with those certain Floating Rate Monthly Demand Airport Special Facility Revenue Bonds (CSX ▇▇▇▇▇▇▇ Aviation, Inc. Project) Series 1984. (xi) Any Liability of Sellers not expressly assumed by Buyer pursuant to Section 2.2(a).

Excluded Liabilities. Neither Buyer nor any None of its Affiliates the Purchaser or the Designated Purchasers, as applicable, shall assume, nor shall they assume or be or become responsible for, deemed to have assumed any Liabilities of the Business Sellers or of Sellers their Affiliates other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementinclude: (a) all Liabilities relating to the conduct Indebtedness of the Business prior to the Closing, except as specifically provided in Section 2.3(b)Sellers and their Affiliates; (b) all Liabilities arising out of the Contracts that are not Assigned Contracts (including Liabilities arising out of that portion of any arrangement entered into pursuant to make royaltySection 5.16 for which Sellers are responsible by the terms thereof); (c) all accounts payable and trade payables of the Sellers, milestone including intercompany payables; (d) all fees or deferred payments commissions of any brokers, funds or any other contingent payments to third parties investment banks in connection with the transactions contemplated by this Agreement and the other Transaction Documents based upon arrangements made by or arising from on behalf of the Products sold Sellers or any of their Affiliates; (e) any Cure Costs payable by the Sellers pursuant to Section 2.1.7; (f) any Liabilities (including any Order) to the extent relating to any Hazardous Materials present prior to the Closing Date in, under, at, near or otherwise migrating from, to or through the Carling Property; and (ii) any Liabilities arising from or based on events or conditions occurring or existing prior to the Closing Date and connected with, arising out of or relating to (x) the conduct Release or threatened Release of any Hazardous Materials at any location currently or formerly owned, operated or used by the Business prior or at any location to which Hazardous Materials generated, handled, stored or processed by the ClosingBusiness were sent, released or disposed of, or (y) compliance or the alleged non-compliance by the Business with any Environmental Law or Environmental Permit; (cg) all Liabilities involving any product recallsfor, adverse events or similar events related to any obligation for, any Tax that is not expressly assumed by the Business with respect Purchaser or any of the Designated Purchasers pursuant to Products sold prior to ARTICLE VI (including, for the Closing Dateavoidance of doubt, any income or gross receipts Tax imposed on any of the Sellers); (dh) all Liabilities for Excluded Employee Liabilities; and (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 the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit PlanAgreements.

Excluded Liabilities. Neither Buyer nor any of its Affiliates shall assume, nor shall they be or become responsible for, any Liabilities of the Business or of Sellers other Other than the Assumed Liabilities, Buyer is not assuming any liability or obligation of Sellers or the Selling Person of any nature, whether absolute, accrued, contingent, liquidated or otherwise, and whether due or to become due, asserted or unasserted, known or unknown (collectively, “Liabilities”), including, without limitation, those Liabilities set forth below (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:): (a) all Liabilities relating to the conduct in respect of any of the Business prior to the Closing, except as specifically provided in Section 2.3(b)Excluded Assets; (b) all Liabilities Liabilities, including any Proceeding or other third Person claim, relating to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date activities or otherwise arising out of or relating to the conduct operation of the Business with respect to any period of time (or portion thereof) occurring on or prior to the Closing; (c) all Liabilities involving relating to Indebtedness or intercompany payables of Sellers; (d) Liabilities relating to loans or payables by Sellers to the Selling Person or other Liabilities of Sellers to the Selling Person; (e) Liabilities of Sellers or their respective direct or indirect owner(s) relating to (i) Taxes for any product recallstaxable period, adverse events whether before or after the Closing Date; (ii) Taxes arising in connection with the consummation of the transactions contemplated by this Agreement; (iii) unpaid Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law) or as a successor or transferee by contract or otherwise; (iv) payments to any Person under any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or similar events related to the Business agreement with respect to Products sold Taxes; or (v) any other Taxes for which Sellers or the Selling Person is responsible under Section 4.4 or Section 4.5; (f) Liabilities related to Sellers’ or the Selling Person’s transaction fees and expenses contemplated in Section 4.2 or otherwise; (g) any undisclosed Liability; (h) Liabilities incurred other than in the ordinary course of Sellers’ business, consistent with past practice; (i) Liabilities related to any Employee Benefit Plans; (j) Liabilities related to premiums for officer’s life insurance policies that are in place immediately prior to the Closing Date; (dk) all Liabilities for breach of warranty (iwhether covered by insurance or not) Transfer Taxes of Seller Parent as described in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable with respect to services rendered on or prior to the Acquired Assets or the operations or the income of the Business for any Pre-Closing Tax PeriodDate; (el) all Liabilities of Sellers relating to any, or with respect to returns any, present or former employees, officers, directors, retirees, independent contractors or consultants, including, without limitation any change of Products sold prior control or severance Liabilities relating to such individuals, except to the Closing, including all extent accrued for as current Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned ProductAdjusted Net Working Capital; (fm) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 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 Closing; (j) all Liabilities related to any current or former employees or applicants Real Property, except any Liabilities of any Seller (including any severance or other amounts payable Sellers specifically assumed pursuant to such employees and in connection accordance with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred EmployeesLease Assignment Agreements; and (kn) all Liabilities related to any Business Benefit Planother Liability that is not an Assumed Liability.

Excluded Liabilities. Neither Buyer nor any of Seller and its Affiliates shall assume, nor shall they will retain and will be or become responsible for, any for the following Liabilities of Seller, except to the Business or of Sellers other than the extent any such Liabilities constitute Assumed Liabilities (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:): (a) all Liabilities of Seller or its Affiliates, as applicable, to third-party customers and third-party suppliers and service providers relating to the conduct of Purchased Assets, other than the Business prior Liabilities referred to the Closing, except as specifically provided in Section 2.3(b1.3(a); (b) all Liabilities of Seller or its Affiliates, as applicable, under the Assigned Contracts, other than the Liabilities referred to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the ClosingSection 1.3(b); (c) all Liabilities involving any product recalls, adverse events arising from or similar events related relating to the Business with respect Purchased Assets, other than the Liabilities referred to Products sold prior to the Closing Datein Section 1.3(c); (d) all Liabilities arising from or related to the Facility Leases, other than the Liabilities referred to in Section 1.3(d); (e) all accounts payable for services performed or goods received prior to the Closing, except as set forth on Schedule 1.3(a); (f) any Liabilities or obligations of Seller or any of its Affiliates arising from or relating to the employment or, termination of employment, layoff and/or reduction of hours of any Prospective Employee (including any Transferred Employee and any Prospective Employee who rejects an offer of employment from Purchaser), on or before the Closing, including any liabilities and/or obligations (including the provision of proper notice, payment and benefits) arising under or in connection with: (i) Transfer Taxes any Seller Benefit Plan, including any obligation to provide continuation of Seller Parent as described in coverage thereunder pursuant to Code Section 8.1 4980B and Sections 601-608 of ERISA, and (ii) Taxes (other than Transfer Taxes) attributable to the Acquired Assets United States Worker Adjustment and Retraining Notification Act of 1988 or the operations or the income similar law of any state of the Business for United States collectively, the “Worker Notification Laws”) related to an “employment loss,” as that term is defined in the Worker Notification Laws, as well as any Liabilities or obligations whether on, before or after Closing, relating to any Prospective Employee who does not become a Transferred Employee; (g) any (i) Taxes of Seller (or any shareholder or Affiliate of Seller) or with respect to any Pre-Closing Tax Period; , any Tax relating to Seller or the Purchased Assets, (eii) all Liabilities with respect to returns Taxes that arise out of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; transactions contemplated hereby or (giii) all Liabilities arising out other Taxes of Seller (or relating any shareholder or Affiliate of Seller) of any kind or description (including any Liability for Taxes of Seller (or any shareholder or Affiliate of Seller)) that becomes a Liability of Purchaser under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of Contract or Legal Requirements. Notwithstanding the foregoing, Taxes related to the Retained BusinessPurchased Assets that are allocable between the Pre-Closing Tax Period and the Taxable period beginning after the Closing Date pursuant to Section 9.2(c) of this Agreement shall not be treated as Excluded Liabilities to the extent that such Taxes are allocable to the portion of the Taxable period beginning after the Closing Date; (h) except as provided in Section 2.3(j), all Liabilities arising under any agreements, other than any Business Contracts, to conduct clinical studies;from the Excluded Assets; and (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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Planthat are not Assumed Liabilities.

Excluded Liabilities. Neither Buyer nor any of its Affiliates Anything to the contrary in Section 2.3 notwithstanding, the liabilities assumed by the Purchaser shall assume, nor shall they be or become responsible for, any Liabilities exclude all liabilities of the Sellers or the Business or of Sellers that are not Assumed Liabilities, including, without limitation, the following liabilities, contracts, commitments and other than the Assumed Liabilities obligations (collectively, the “"Excluded Liabilities”). Without limiting "): 2.4.1 the generality Sellers' obligations and any liabilities arising under this Agreement; 2.4.2 except as provided in Section 2.3.1.2, any obligation of the foregoingSellers for federal, state, local or foreign income or other tax liability (including interest and penalties) arising from the operation of the Business up to the Closing Date or arising out of the sale by the Sellers of the Purchased Assets pursuant to this Agreement; 2.4.3 any obligation imposed by law for any transfer, sales or other taxes, fees or levies imposed by any state or other governmental entity on or arising out of the sale of the Purchased Assets pursuant to this Agreement; 2.4.4 any obligation of the Sellers for expenses incurred in connection with the sale of the Purchased Assets pursuant to this Agreement, including, without limitation, the following shall fees and expenses of its counsel and independent auditors, and any brokers or financial advisors; 2.4.5 any contract, of the Sellers, the existence of which constitutes or will constitute a breach of any representation or warranty of the Excluded Liabilities notwithstanding any other provision Sellers contained in or made pursuant to Article 4.0 of this Agreement:; (a) all 2.4.6 any Environmental Liabilities relating not assumed by the Purchaser pursuant to Section 2.3.1.3; 2.4.7 liabilities or obligations arising from any product or service liability or warranty claim to the conduct extent provided in Article 10; 2.4.8 except as provided in Article 10 and Section 2.3.1.3, any liabilities or obligations resulting from any litigation or other claim or dispute, regardless of whether such litigation or other claim or dispute commences before or after the Business Closing Date, arising from events occurring on or prior to the ClosingClosing Date, except as specifically provided in Section 2.3(b); (b) all Liabilities that to make royalty, milestone the extent such liabilities or deferred payments obligations arise from events occurring on or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date as well as after the Closing, the Purchaser and the Sellers shall share such responsibility equally or as otherwise arising out of or relating provided in Section 6.9.4; 2.4.9 except to the conduct extent properly accrued as a liability on the books of the Business prior to in accordance with past practice and GAAP and included in the Closing; calculation of the Closing Net Book Value or as otherwise provided in Section 6.9 or Section 9.5, any liabilities or obligations (cwhether arising before or after the Closing Date) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to employees of the Sellers or the Business, including, without limitation, those employees who are, as of the Closing Date;, retired or otherwise not employed by the Business on an active, full-time basis; and (d) all Liabilities for (i) Transfer Taxes of Seller Parent as described in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable 2.4.10 except to the Acquired Assets or extent properly accrued as a liability on the operations or the income books of the Business for any Pre-Closing Tax Period; (e) all Liabilities in accordance with respect to returns of Products sold prior to past practice and GAAP and included in the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation calculation of the Transactions; (g) all Liabilities arising out of Closing Net Book Value or relating to the Retained Business; (h) except as otherwise provided in Section 2.3(j)6.9 or Section 9.6, all Liabilities any liability or obligation arising under any 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with any employee pension, benefit or welfare plan, program, policy or arrangement maintained, contributed to, participated in or terminated, at any time, by the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit PlanSellers.

Excluded Liabilities. Neither Buyer nor Notwithstanding anything herein to the contrary, it is expressly understood and agreed that the following liabilities of the Seller Group (the "Excluded Liabilities") will not be assumed by the Purchaser Group at the Closing but will be retained by the Seller Group: (1) all liabilities arising out of or in respect of the Excluded Assets; (2) all liabilities to Former Employees and all liabilities and obligations relating to employees of the Seller Group not expressly assumed by the Purchaser Group; (3) all debts, liabilities or obligations whatsoever not specifically described in Section 2.3; (4) any obligation or liability of the Seller Group arising from its failure to perform any of its Affiliates shall assume, nor shall they be their agreements contained in this Agreement or become responsible for, in the Ancillary Agreements or incurred by the Seller Group in connection with the transactions contemplated by this Agreement and the Ancillary Agreements; (5) any Liabilities obligation or liability arising in connection with or out of the Business or sale, prior to the Closing Date, of Sellers any products by the Seller, other than the Assumed Liabilities (collectively, the “Excluded Warranty Liabilities”). Without limiting the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreement: (a) all Liabilities relating to the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b6) all Liabilities to make royaltyany environmental costs, milestone or deferred payments or any other contingent payments to third parties obligations and liabilities in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct respect of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold period prior to the Closing Date; (d7) all Liabilities for (i) Transfer any Taxes of Seller Parent as described in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable to the Acquired Assets or the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product;the Business; and (f) 8) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees liabilities in connection with the consummation supply and installation of products pursuant to projects detailed in the Transactionslist to be provided to Purchaser pursuant to Section 10.2(h), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan.

Excluded Liabilities. Neither Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer nor and its designated Subsidiaries are assuming only the Assumed Liabilities and are not assuming any other Liability of Seller or any of its Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall assume, nor shall they be or become responsible for, any retained by and remain Liabilities of the Business or of Sellers other than the Assumed Seller and its Affiliates (all such Liabilities (collectively, not being assumed being herein referred to as the “Excluded Liabilities”). Without limiting Notwithstanding any provision in this Agreement or any other writing to the generality of the foregoingcontrary, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementinclude: (a) all Liabilities for Taxes (i) with respect to the Business or the Purchased Assets with respect to any Pre-Closing Tax Period, (ii) of Seller or its Affiliates with respect to any taxable period, including any Liability for such Taxes that arise as a result of the transactions contemplated by this Agreement and including any joint or several Liability pursuant to sec. 75 German Tax Act (Abgabenordnung), Article 1684 of the F▇▇▇▇▇ ▇▇▇▇▇▇▇ Tax Code (Code général des impôts) and Treasury Regulation Section 1.1502-6 or similar provisions; provided that Taxes described in Sections 8.01(b), 8.01(c), 8.01(e) and 8.01(f) shall be paid in the manner set forth in Section 8.01 hereof and (iii) with respect to GSI JV with respect to a Pre-Closing Tax Period to the extent attributable to the removal, abatement, repeal or unavailability of a Tax holiday in the Kingdom of Saudi Arabia for the period (or portion of a period) ending on or prior to July 1, 2012; (b) the Indebtedness of Seller and its Affiliates (other than the JV Debt Guarantees); (c) any Trade Accounts Payable; (d) the Retained Environmental Liabilities; (e) except as otherwise expressly provided in this Agreement, all Liabilities in respect of or relating to (i) the Retained Plans, (ii) the Assumed Plans, except to the extent such Liabilities relate to Continuing Employees or any Seller Business Employee to whom Buyer is obligated under this Agreement to make an offer of employment who (x) does not receive such offer or (y) rejects such offer from Buyer or one of its Affiliates that is not a Compliant Offer, or (iii) Seller’s or any Affiliate of Seller’s employment or other service relationship with any current or former employee or other service provider or the termination thereof, including all claims and causes of action, whether know or unknown, and all accrued payroll, benefits, banked overtime and vacation or paid time off relating thereto, other than Liabilities under, in respect of or relating to the conduct Transferred Pension Plan (collectively, the “Retained Employment Liabilities”); (f) any costs or accrual to obtain (i) any REACH registrations, (ii) any approval of or registration with the FDA in respect of Weston 705 or (iii) any registration of the trademark described in Section 5.11, in either case to the extent incurred or accrued by the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out close of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to business on the Closing Date; (dg) all Liabilities 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 the operations or the income any Liability of the Business for (including any Pre-Closing Tax Period; Trade Accounts Payable) to Seller or any of its Affiliates (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable extent not engaged in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) all Liabilities arising out of or relating to the Retained Business); (h) except as provided in Section 2.3(j)any Liability for commissions, all Liabilities arising under any agreements, other than any Business Contracts, to conduct clinical studies;royalties and accrued fees and expenses; and (i) all Liabilities under any Business Contracts, including IP Contracts, Liability relating to the extent such Liabilities arise out of or relate to a breach or default thereunder by any Seller prior to the Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Planan Excluded Asset.

Excluded Liabilities. Neither Buyer nor any of its Affiliates Except for the Assumed Liabilities, the Purchaser shall not assume, nor and shall they be have no liability or become responsible for, obligation for any other Liabilities of the Business Sellers including, without limitation (except to the extent included in the Assumed Liabilities) any Liability arising out of, or related to, any (i) employee of the Sellers (other than pursuant to Section 2.3(a)(iv) above), including any Liability with respect to any key employee retention plans; (ii) any severance payable to any employee of the Assumed Liabilities Business (collectivelyother than any such person who accepts employment with the Purchaser); (iii) any costs or expenses incurred in connection with, or related to, the “Excluded Liabilities”). Without limiting the generality administration of the foregoingBankruptcy Case, including without limitation, any accrued professional fees and expenses of the following shall constitute Sellers' attorneys, accountants, financial advisors and other professional advisors related to the Excluded Bankruptcy Case; (iv) Liabilities notwithstanding arising under any other provision and all Contracts of this Agreement: the Sellers which are not Assigned Contracts; (av) all Liabilities to the extent relating to the conduct Excluded Assets; (vi) except as set forth in Section 2.3, Liabilities for any capital leases or indebtedness for borrowed money of the Business any kind or nature; (vii) any royalties related to any period of time prior to the ClosingPetition Date; (viii) any income Taxes of any kind or nature; (ix) intercompany payables, except as specifically provided in Section 2.3(b); intercompany loans or other intercompany liabilities of any kind or nature; (bx) all Liabilities to make royaltyany pre-Closing litigation, milestone claim or deferred payments assessment, breach of contract, breach of warranty, tort, infringement, violation of law or any other contingent payments to third parties in connection with or environmental matters arising from the Products sold prior to the Closing Date circumstances or otherwise arising out of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities for (i) Transfer Taxes , in each case, of Seller Parent as described in Section 8.1 any kind or nature and (ii) Taxes (other than Transfer Taxes) attributable whether related to the Acquired Assets Business or the operations otherwise and regardless of when commenced; or the income of the Business for (xi) any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 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 Closing; (j) all Liabilities related to any current outstanding checks or former employees other cash payments (whether paid by check, wire transfer or applicants otherwise) issued, made or drawn on any bank or other deposit accounts of the Sellers at any Seller (time, including any severance or other amounts payable Liabilities with respect to cash overdrafts on such employees in connection with accounts (collectively, the consummation of the Transactions"EXCLUDED LIABILITIES"), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan.

Excluded Liabilities. Neither Buyer nor any of its Affiliates shall assume, nor shall they be or become responsible for, assume any Liabilities of the Business or of Sellers other than the Assumed Liabilities Seller Group (collectivelysuch unassumed Liabilities, 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 the Seller Group shall remain bound by and liable for, and shall pay, discharge or perform when due, the following shall constitute Liabilities of the Excluded Liabilities notwithstanding any other provision of this AgreementSeller Group: (a) all Liabilities for (i) Taxes relating to the conduct Business or the Purchased Assets for any Pre-Closing Tax Period and (ii) Taxes of the Business prior to the ClosingSeller or any Affiliate of Seller, except as specifically provided in Section 2.3(b)excluding Transfer Taxes; (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct respect of the Business prior to the ClosingExcluded Contracts and other Excluded Assets; (c) all Liabilities involving arising from or related to any product recallsbreach, adverse events or similar events failure to perform, torts related to the Business with respect performance of, violations of Law, infringements or indemnities under, guaranties pursuant to Products sold and overcharges or underpayments under, any Assigned Contract prior to the Closing Date; (d) other than as set forth in Section 2.3(b), all product Liability, warranty and similar claims for damages or injury to person or property, claims of infringement of Intellectual Property Rights and all other Liabilities, regardless of when made or asserted, which arise out of or are based upon any events occurring or actions taken or omitted to be taken by any member of the Seller Group, or otherwise arising out of or incurred in connection with the conduct of the Business, on or before the Closing Date; (e) all Pre-Closing Environmental Liabilities; (f) all Indebtedness of the Business; (g) all Liabilities for under Seller Group Benefit Plans; (h) all accounts payable; and (i) Transfer Taxes all Liabilities of Seller Parent as described any member of the Selling Group arising out of or incurred in Section 8.1 connection with the negotiation, preparation and (ii) execution of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, including Taxes (other than Transfer Taxes) attributable to the Acquired Assets or the operations or the income and fees and expenses of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closingcounsel, including all Liabilities for any creditsaccountants and other experts, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) all Liabilities arising out of or relating to the Retained Business; (h) except as otherwise provided in Section 2.3(j), all Liabilities arising under any 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan7.1.

Excluded Liabilities. Neither Buyer nor any of its Affiliates shall assume, nor shall they be or become responsible for, any Liabilities of the Business or of Sellers Seller or of any of Seller’s Affiliates other than the Assumed Liabilities (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: (a) all Liabilities relating to the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax Period, including any Taxes allocated to a Pre-Closing Tax Period pursuant to Section 7.4; (b) all Liabilities with respect to employees of Seller and its Affiliates, including any Liabilities related to the termination of any ARD Employee’s employment with Seller or its Affiliates, but excluding any such termination-related Liabilities to the extent arising out of [***]; (c) all Liabilities related to the Seller Benefit Plans; (d) all Liabilities related to any Excluded Asset; (e) all Liabilities arising out of the ownership or use of, or Seller’s or any of its Affiliates’ performance under, any Acquired Asset or the conduct of the Business, to the extent (i) arising or occurring prior to the Closing or (ii) arising out of or accruing as a result of any facts or occurrences existing prior to the Closing, including any failure to perform or other breach, default or violation by Seller or any of its Subsidiaries or Affiliates of a Transferred Contract or any Law applicable to the Business or the Acquired Assets prior to or at the Closing; and (f) all Liabilities arising out of any clinical trial with respect to returns of Products sold any Product that was commenced prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) all Liabilities arising out of the completion or relating to the Retained Business; (h) except as provided in Section 2.3(j), all Liabilities arising under any 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 Closing; (j) all Liabilities related to any current or former employees or applicants termination of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Planclinical trial contemplated under Section 8.5.

Excluded Liabilities. Neither Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer nor and/or the relevant Designated Buyers are assuming only the Assumed Liabilities and are not assuming any other Liability of the Sellers or any of its their Affiliates of whatever nature, whether presently in existence or arising hereafter and whether or not related to the Purchased Assets or the Purchased Business. All such other Liabilities shall assume, nor shall they be or become responsible for, any retained by and remain Liabilities of the Business or of Sellers other than the Assumed applicable Seller (all such Liabilities (collectively, not being assumed being herein referred to as the “Excluded Liabilities”). Without limiting Notwithstanding any provision in this Agreement or any other writing to the generality of the foregoingcontrary, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementinclude the following: (a) all Liabilities relating for Taxes (A) of any Seller or its stockholders (or members) for any Tax period (including any liability of any Seller for the Taxes of any other Person 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) or (B) arising from or attributable to the conduct ownership of the Business prior to Purchased Assets or the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct operation of the Purchased Business prior to the Closing; for any Tax period (cor portion thereof) all Liabilities involving any product recalls, adverse events ending on or similar events related to the Business with respect to Products sold prior to the Closing Date; (b) other than as specifically set forth herein, any Liability of the Sellers or their Affiliates under any Indebtedness, including Indebtedness owed by any Seller to any direct or indirect Affiliate of such Seller, and any obligations or liability under debtor in possession financing incurred by the Sellers or their Affiliates during the Bankruptcy Case; (c) any Liabilities relating to any current or former employee of the Sellers or their Affiliates or any beneficiary thereof, including any liability or obligation under any employee benefits or compensation arrangement, other than Liabilities that are Assumed Liabilities under Section 2.03(d) or Section 2.03(e); (d) subject to Section 2.03(d), all Black Lung Liabilities for (i) Transfer Taxes of Seller Parent as described in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable Workers’ Compensation Liabilities related to the Acquired Assets Purchased Assets, including to and with respect to Business Employees and former employees who worked or who were employed at the operations or the income Purchased Assets, including, but not limited to, any such Black Lung Liabilities and Workers’ Compensation Liabilities of the Business for Sellers or any Pre-Closing Tax Periodof their respective Affiliates with respect to any of their respective predecessors; (e) all Liabilities any Liability with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned ProductSeller Transaction Expenses; (f) all Liabilities any Liability to the extent relating to or arising out of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactionsan Excluded Asset; (g) any Liabilities of any Seller or any of their Affiliates relating to or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders prior to the Closing Date that are not validly and effectively assigned to Buyer and/or the relevant Designated Buyers pursuant to this Agreement; (h) any Excluded Pre-Closing Fines; (i) other than the Assumed Liabilities pursuant to Section 2.03(b), any Liabilities arising out of, in respect of or in connection with the failure by any Seller or any of its Affiliates to comply with any Applicable Law or order by any Governmental Authority including any such obligations or Liabilities arising as a result of any Seller’s failure to comply with the terms of any Applicable Laws; (j) other than the Assumed Liabilities pursuant to Section 2.03(b), any Liability under the Assumed Contracts and the Assumed Leases arising out of or relating to events, breaches or defaults thereunder occurring on or prior to the Closing Date, including all Cure Costs associated therewith; (k) any Liability with respect to any coal sales or other goods sold or any service provided by the Sellers or their Affiliates, to the extent arising out of or related to events occurring on or prior to Closing, including any such Liability or obligation (i) pursuant to any express or implied representation, warranty, agreement, coal specification undertaking or guarantee made by any Seller or any Affiliate of such Seller, or alleged to have been made by Seller or any Affiliate of such Seller, (ii) imposed or asserted to be imposed by operation of Applicable Law or(iii) pursuant to any doctrine of product liability, in each case to the extent arising out of or related to events occurring on or prior to Closing; (l) other than the Assumed Liabilities pursuant to Section 2.03(b), any Liability with respect to any Action to the extent arising out of or relating to the Retained Business;operation of the Purchased Business or pertaining to the Purchased Assets, in each case prior to Closing; and (hm) except as provided in Section 2.3(j)any Liability (whether arising before, all Liabilities arising under on or after Closing) with respect to any 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 employee or former employee of or relate to a breach or default thereunder by any Seller prior to the Closing; (j) all Liabilities related to or any current or former employees or applicants Affiliate of any Seller (including or any severance individual who applied for employment with any Seller) who is not a Transferred Employee; (n) subject to Section 2.03(d), any Liability that relates to any Transferred Employee or arising out of or relating to events occurring on or prior to the Closing Date; (o) all trade accounts payable, all accrued operating expenses and other amounts payable to such employees in connection with the consummation current liabilities of the Transactions), except for Liabilities arising following Sellers related to the Closing in connection with Buyer’s employment of Transferred EmployeesPurchased Business; and (kp) all any Liabilities pursuant to Environmental Law arising from or related to any use, transportation, release, treatment, storage, or disposal of, or human exposure to, Hazardous Materials at any location not included in the Purchased Assets or related to the Purchased Business Benefit Plan(the “Excluded Off-Site Environmental Liabilities”).

Excluded Liabilities. Neither Buyer nor Notwithstanding anything to the contrary set forth herein, the Sellers will remain liable with respect to, and Purchaser will not assume and will be deemed not to have assumed, the Excluded Liabilities. “Excluded Liabilities” means any of its Affiliates shall assume, nor shall they be or become responsible for, any and all Liabilities of the Sellers arising out of, relating to or otherwise in respect of the operation of the Purchased Assets and the Business or of Sellers before the Closing Date, other than the such Liabilities that specifically are included as Assumed Liabilities Liabilities, including (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: (ai) all Liabilities relating to the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or Sellers arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the Closing; Transactions, (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (dii) all Liabilities for (iA) Transfer Income Taxes of Seller Parent as described in Section 8.1 and (iiB) Non-Income Taxes that are allocated to Seller pursuant to Section 10.4(a), (iii) any obligations under any employee benefit plans, including retiree healthcare, and (iv) any other than Transfer Taxes) attributable Liability with respect to the Acquired Purchased Assets or the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior Business, to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) all Liabilities extent arising out of or relating related to events occurring prior to Closing, including any such Liability or obligation (A) pursuant to any express or implied representation, warranty, agreement, coal specification undertaking or guarantee made by any Seller or any Affiliate of such Seller, or alleged to have been made by Seller or any Affiliate of such Seller, (B) imposed or asserted to be imposed by operation of applicable Law, (C) arising pursuant to the Retained Business; WARN Act; or (hD) except as provided pursuant to any doctrine of product liability, in Section 2.3(j), all Liabilities arising under any agreements, other than any Business Contracts, to conduct clinical studies; (i) all Liabilities under any Business Contracts, including IP Contracts, each case to the extent such Liabilities arise arising out of or relate related to a breach or default thereunder by any Seller events occurring prior to the Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan.

Excluded Liabilities. Neither Buyer nor any of its Affiliates Notwithstanding Section 1.3 hereof, the Company shall assumeretain, nor and Acquirer shall they be or not assume and become responsible for, any Liabilities of the Business or of Sellers other than and the Assumed Liabilities shall not include, any of the following (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:): (a) all any Liabilities or obligations relating to or arising in connection with any Excluded Asset; (b) (i) any Liability of the Company for Taxes (with respect to operation of the Business or otherwise), (ii) except as provided in Section 1.7 hereof, any Liability of the Company for income, transfer, sales, use, and other Taxes arising in connection with the consummation of the transactions contemplated hereby (including any income Taxes arising because the Company is transferring the Purchased Assets), (iii) any Liability of the Company for the unpaid Taxes of any Person under Income Tax Regulations section 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract or otherwise; (c) any Liabilities of the Company to indemnify any Person by reason of the fact that such Person was a director, officer, employee or agent of the Company (whether or not in connection with the conduct of the Business); (d) any Liabilities of the Company for costs and expenses incurred in connection with this Agreement; (e) any Liabilities or obligation of the Company under this Agreement; (f) except as set forth on Section 1.3(b)(iii) of the Disclosure Schedule, any Liabilities or obligations relating to any Company Plan, employee severance, claims relating to employment, employee benefits (including employer taxes or tax withholding from employees) or compensation arrangements relating to or arising out of the conduct of the Business prior to and including the Closing Date, with respect to any employee or former employee of the Business; and (g) the matters set forth in Section 2.21(a) of the Disclosure Schedule as they relate to the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan.

Excluded Liabilities. Neither Buyer nor any of its Affiliates shall assume, nor shall they be or become responsible for, any Liabilities of the Business or of Sellers other than the Assumed Liabilities (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: (a) all The Purchase Agreement is hereby amended by replacing Section 2.01(f)(viii) in its entirety with the following: “any Liabilities and obligations arising out of or relating to Employee Plans which are pension plans, to the conduct extent (A) of the amount by which such Employee Plans are unfunded or underfunded as of the Closing, or (B) such Liabilities and obligations (whether arising prior to or after the Closing) do not relate to Business Employees;” (b) The Purchase Agreement is hereby amended by replacing Section 2.01(f)(xii) in its entirety with the following: “out-of-pocket acquisition and integration costs and expenses in respect of acquisitions from or of third parties (whether by merging or consolidating with, or by purchasing a substantial portion of the assets or equity securities of, or by any other manner any third party corporation, partnership, joint venture or other entity) entered into by or on behalf of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out (excluding, for the avoidance of or relating to doubt without any effect on the conduct obligations of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business Sellers with respect to Products sold prior to the Closing Date; (d) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds Transaction Expenses or other amounts payable in respect of Excluded Liabilities, any such returned Product; (f) all Liabilities of Sellers arising under this Agreement costs and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees expenses incurred in connection with the consummation of transactions contemplated hereby, the TransactionsAncillary Agreements and the Local Transfer Agreements (including any carve-out costs associated with separating the Business (excluding costs set forth in Section 2.01(e), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees)); and (k) all Liabilities related to any Business Benefit Plan.”

Excluded Liabilities. Neither Notwithstanding anything to the contrary contained in this Agreement, and regardless of whether such Liability is disclosed in this Agreement, the Disclosure Schedules or otherwise, the Buyer nor will not assume or in any of its Affiliates shall assume, nor shall they way be or become responsible for, for any Liabilities of the Business Beneficial Owners, the Company, the Seller Related Parties or of Sellers other than the Assumed Liabilities their Affiliates (collectively, the “Excluded Liabilities”). Without limiting the generality , including any of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementfollowing: (ai) all Liabilities relating to the conduct Indebtedness of the Business Beneficial Owners, the Seller Related Parties or the Company; (ii) Company Transaction Expenses; (iii) Liabilities owed by the Beneficial Owners, the Company, the Seller Related Parties or their Affiliates to each other or any other Related Parties; (iv) Liabilities of the Beneficial Owners, the Company, the Seller Related Parties or their Affiliates (A) arising out of or resulting from any actual or alleged breach by the Beneficial Owners, the Company, the Seller Related Parties or their Affiliates of, or nonperformance by the Beneficial Owners or their Affiliates under, any Contract (including any Assumed Contract) on or prior to the Closing, (B) accruing under or resulting from any Contract with respect to any period prior to the Closing (except as specifically provided to the extent (1) expressly assumed in Section 2.3(b1.1(c)(ii) or (2) expressly assumed pursuant to Section 1.3(a)), or (C) accruing under any Excluded Contract; (v) Accounts payable of the Beneficial Owners, the Seller Related Parties or the Company, except to the extent expressly assumed in Section 1.1(c)(i); (bvi) all Liabilities related to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from out of the Products sold Excluded Assets; (vii) Company Taxes; (viii) Liabilities related to or arising out of the operation of the Business or the ownership of the Purchased Assets on or prior to the Closing Date or otherwise arising out of or relating Date, except to the conduct extent expressly assumed in Section 1.1(c)(i) or Section 1.1(c)(ii); (ix) Liabilities of the Company, the Beneficial Owners, the Seller Related Parties or their Affiliates: (A) for or resulting from infringement, misappropriation or violation of any other Person’s rights in Intellectual Property resulting from or in connection with the operation of the Business or the Company’s or the Beneficial Owners’ conduct with respect to the Owned Intellectual Property, (B) for or resulting from the operation of the Business constitutes unfair competition or deceptive trade practices, or (C) resulting from a Security Breach, in each case on or prior to the Closing (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due, whether known or unknown, regardless of when asserted and whether arising prior to, on or after the Closing); (cx) all Liabilities involving or obligations of the Company, the Seller Related Parties, the Beneficial Owners and their respective Affiliates under this Agreement or any product recallsAncillary Agreement; (xi) Liabilities of the Beneficial Owners, adverse events the Seller Related Parties or similar events the Company to indemnify, reimburse or advance amounts to any officer, director, partner, member, manager, employee or agent of the Company, the Seller Related Parties or the Beneficial Owners, in each case in their capacity as such; (xii) Liabilities related to distribution of the Business Initial Closing Consideration and any amount payable pursuant to Section 1.3(b), Section 1.5 or Section 8.3(g) (or any portion of such amounts) by or on behalf of the Beneficial Owners, including in accordance with respect the organizational documents or other agreements of the Beneficial Owners or the Company; (xiii) Liabilities relating to Products sold or arising from any Company Benefit Plan, including any and all expenses incurred by Transferred Employees, other Workers or their respective beneficiaries prior to or on the Closing Date; (dxiv) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax Period;[Reserved] (exv) (A) any and all employment-related Liabilities and Liabilities in respect of all other Workers through the Closing Date, including (1) any Liabilities arising from the hiring, employing, compensating, disciplining, and/or terminating any Workers, (2) any Liabilities arising from any discrimination, harassment, and/or retaliation relating to any Workers, (3) any and all workers’ compensation and other similar claims asserted by or with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds Workers or other amounts payable their respective beneficiaries in respect of any such returned Productinjury or other compensable event or occupational illness or disease that occurred or is attributable to any event, state of facts or conditions that existed or occurred in whole or in part prior to or on the Closing, and (4) any and all obligations to reimburse Workers for business expenses incurred before the Closing, and (B) all post- Closing Liabilities to the extent related to Workers who are not Transferred Employees; (fxvi) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation failure to provide continuation coverage required by Section 4980B of the TransactionsCode with respect to Workers (other than the Transferred Employees) or their respective beneficiaries; (gxvii) all Liabilities of the Beneficial Owners, the Company, the Seller Related Parties or their Affiliates relating to or arising out of any Proceeding or Order, whether or not such Proceeding or Order (A) is required to be disclosed on Section 2.12(a), Section 2.12(b), or Section 2.12(c) of the Disclosure Schedules or (B) has been settled or otherwise resolved prior to the date hereof; (xviii) All Liabilities of or relating to the Retained BusinessSeller Related Parties; (hxix) except as provided in Section 2.3(j), all Liabilities arising under any 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 Closing; (j) all All Liabilities related to any current or former employees or applicants of any Seller (including any severance or the Beneficial Owner Representative Reserve Deposit other amounts payable than the requirement to such employees in connection with make the consummation of the Transactionspayment contemplated by Section 1.2(c)(i), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan.

Excluded Liabilities. Neither Buyer Notwithstanding anything to the contrary in this Agreement, neither Purchaser Parent nor any Purchaser nor any other Affiliate of its Affiliates Purchaser Parent shall assume, nor shall they be or become responsible for, have any responsibility for any Liabilities of the Business or any Seller of Sellers other than any nature whatsoever which are not specifically included in the Assumed Liabilities (collectively, any Liabilities which are not specifically included in the Assumed Liabilities being the “Excluded Liabilities”). Without limiting the generality , including any of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementfollowing: (a) all Liabilities, including Liabilities relating arising under any Environmental Laws, with respect to any real properties that are not included in the conduct definition of the Business prior to the Closing, except as specifically provided in Section 2.3(b)Owned Real Property or Leased Real Property; (b) all Liabilities to make royalty, milestone arising out of the operation of the Finishing Business on or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating Date, except to the conduct of the Business prior to the Closingextent included as Assumed Liabilities under Section 2.3; (c) all Liabilities involving any product recalls, adverse events (including Liabilities arising under Environmental Laws) arising out of or similar events related to (i) the Business with respect operations of Eagle Industries, Inc., including but not limited to Products sold any operations at the Owned Real Property in Toledo, Ohio, and (ii) any releases of Hazardous Materials into the Ottawa River and Maumee Bay, including but not limited to releases described in or disclosed by the Preassessment Screen for the Ottawa River and Maumee Bay dated November 3, 2004, prepared by the United States Fish and Wildlife Service/United States Department of the Interior; (d) Liabilities arising under or relating to any Employee Benefit Plan/Schemes currently or formerly applicable to Employees engaged or employed immediately prior to Closing wholly or primarily in the United States, United Kingdom (including Liabilities under Section 75 of the UK Pensions Act of 1995), or Australia, and any other Liabilities under any Employee Benefit Plan/Scheme that are not Assumed Liabilities; (e) any indebtedness for borrowed money of any Seller or any Liability related thereto; (f) any Seller Transaction Expenses; and (g) any Liabilities of any Seller relating to or arising from any workers’ compensation claims for employees in the United States for claims occurring prior to the Closing Date; (d) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan.

Excluded Liabilities. Neither Notwithstanding the provisions of Section 2.3 of this Agreement, except as expressly set forth herein, Buyer nor any of its Affiliates shall does not agree to assume, nor shall they be perform, discharge, or become responsible indemnify either Seller against, or otherwise have any responsibility for, any Liabilities of the Business or of Sellers either Seller other than the Assumed Liabilities Liabilities, whether arising prior to, on, or after the Closing (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementincluding: (a) all any Liabilities relating related to Employee Benefit Plans or any employee of either Seller; (b) other than the Promotional Liabilities and the Return Liabilities, any Liabilities resulting from the Sellers’ or any other Seller Indemnified Party’s use and operation of the Transferred Assets or conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the ClosingEffective Time; (c) all Liabilities involving any product solely to the extent related to Inventory transferred on the Closing for Product recalls, adverse events non-compliance with the terms of any customer Contract or similar events related other Contract or the failure of such Inventory to meet contractual specifications, regardless of whether such Liabilities constitute Promotional Liabilities or Return Liabilities; (d) accounts payable of the Business outstanding as of the Effective Time; (e) any Liability, whether currently in existence or arising hereafter, owed by any Seller to any of its Affiliates; (f) except as provided in Section 8.5(a), any Liability for Taxes attributable to the Transferred Assets or the operation of the Business with respect to Products sold prior to any taxable period (or portion thereof) ending on or before the Closing Date; (d) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the TransactionsEffective Time; (g) all Liabilities arising out except for the ▇▇▇▇▇▇▇▇▇▇▇ Indebtedness, any Indebtedness of or relating to the Retained Business; (h) except as provided in Section 2.3(j), all Liabilities arising under any agreements, other than any Business Contracts, to conduct clinical studiesTransaction Expenses; (i) all Liabilities under any Business Contracts, including IP Contracts, to ▇▇▇▇▇▇▇▇▇▇▇ Indebtedness in excess of the extent such Liabilities arise out of or relate to a breach or default thereunder by any Seller prior to the Closing;▇▇▇▇▇▇▇▇▇▇▇ Indebtedness Estimate; and (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactionsmatters set forth on Schedule 2.4(j), except for Liabilities whether arising following before or after the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit PlanEffective Time.

Excluded Liabilities. Neither Seller shall retain and shall be responsible for paying, performing and discharging when due, and Buyer nor shall not assume or have any of its Affiliates shall assume, nor shall they be or become responsible responsibility for, any Liabilities of the Business or of Sellers other than the Assumed following Liabilities (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:): (a) all any Liabilities relating to the conduct or arising out of the Business prior to the Closing, except as specifically provided in Section 2.3(b)Excluded Assets; (b) Seller’s obligations under this Agreement or the Other Agreements; (c) any Liability of Seller or any of its Affiliates for the Accounts Payable, except as provided in Section 2.3(b) above or the Transition Services Agreement with respect to the TSA Liabilities; (d) except to the extent set forth in Section 2.3(c), all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to any product liability, breach of warranty or similar claim for injury to person or property with respect to the conduct of S. aureus Vaccines or the Business S. aureus Program (including the Program Trials) prior to the Closing; Effective Time (cincluding all Proceedings relating to any such Liabilities) and after the Effective Time (including all Liabilities involving Proceedings relating to any product recalls, adverse events or similar events related such Liabilities) but only and to the Business with respect to Products sold prior extent the cause of action giving rise to the Closing Date; (d) all Liabilities for (i) Transfer Taxes of Seller Parent as described in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable to Liability arose before the Acquired Assets or the operations or the income of the Business for any Pre-Closing Tax PeriodEffective Time; (e) all Liabilities with respect to returns of Products sold prior except to the Closingextent set forth in Section 2.3(d), including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 agreements, other than any Business Contracts, to conduct clinical studies; (i) all Liabilities under any Business Contractsownership of the Registrations, including IP Contractsthe responsibility for all product complaints, recalls, adverse event reporting, product deviation reporting, lookbacks, market withdrawals and field corrections with respect to the S. aureus Vaccines or the S. aureus Program prior to the Effective Time and after the Effective Time (including all Proceedings relating to any such Liabilities) but only and to the extent such Liabilities arise out the cause of or relate to a breach or default thereunder by any Seller prior action giving rise to the ClosingLiability arose before the Effective Time; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan.

Excluded Liabilities. Neither Notwithstanding the provisions of Section 1.3 or any other provision hereof or any Schedule or Exhibit hereto and regardless of any disclosure to the Buyer, the Buyer nor shall not assume any of its Affiliates shall assumeliabilities, nor shall they be obligations or become responsible for, any Liabilities commitments of the Business or of Sellers Seller other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting , including the generality following, all of the foregoing, the following shall constitute the which Excluded Liabilities notwithstanding any other provision of this Agreementshall be paid, performed and observed by the Seller: (a) all Liabilities relating to the conduct any liability or obligation of the Business prior to Seller under any Indebtedness of the ClosingSeller, except as specifically provided with regard to capital leases included in Section 2.3(b)the Assumed Contracts; (b) all Liabilities to make royalty, milestone any liability or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct obligation of the Business prior to the ClosingSeller for Taxes; (c) any liability or obligation of the Seller for costs and expenses in connection with the negotiation and execution of this Agreement or the consummation of the transactions contemplated hereby; (d) all Liabilities involving any product recalls, adverse events or similar events related liabilities and obligations relating to the Business with compensation (including stock options and other equity-based compensation), salary, commissions and bonuses payable or granted to, or earned or accrued in respect to Products sold of service performed by, Employees on or prior to the Closing Date; (d) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns intercompany accounts between the Seller or any of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned ProductSeller’s Affiliates and the Business; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements any liability or from the consummation obligation of the TransactionsSeller arising out of or related to any breach of warranty, product defect or violation of Applicable Law by Seller relating to any service provided by the Business prior to the Closing Date; (g) all Liabilities arising out liabilities related to recording the chain of or relating title of all Business Intellectual Property Assets into the name of Seller before the Transfer to the Retained BusinessBuyer pursuant to this Agreement; (h) except as provided in Section 2.3(j), any and all Liabilities arising under any agreements, other than any Business Contracts, to conduct clinical studiesBenefit Liabilities; (i) all Environmental Liabilities under any Business Contracts, and Costs including IP Contracts, those relating to or arising out of matters addressed in the Consent Decree except to the extent such Liabilities arise out of assumed by the Buyer pursuant to Section 1.3(c) or relate to a breach or default thereunder by any Seller prior to the Closing1.3(d); (j) all Liabilities liabilities and obligations related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred EmployeesExcluded Assets; and (k) all Liabilities liabilities and obligations of the Seller that are not Assumed Liabilities, including any liabilities and obligations of the Seller related to or arising out of the operation of the Business or the ownership of the Assets on or prior to the Closing Date other than the Assumed Liabilities, and any liabilities and obligations of the Seller related to or arising out of the operation of any business other than the Business Benefit Planby the Seller, whether before or after the Closing.

Excluded Liabilities. Neither Buyer nor Notwithstanding anything contained in this Agreement to the contrary, 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 any document delivered at the Closing pursuant to this Agreement, or as a result of its Affiliates shall assumethe consummation of the transactions contemplated by this Agreement, nor shall they be to have assumed, or become responsible forto have agreed to pay, satisfy, discharge or perform, any Liabilities liability, obligation or indebtedness of the Business any Seller, whether primary or of Sellers secondary, direct or indirect, other than the Assumed Liabilities and liability to Sellers for the amount of Cure Costs as provided in Section 2.5 hereof. Purchaser shall not be liable for any liabilities, Contracts, agreements or other obligations of Sellers that are not expressly assumed by Purchaser or Purchaser’s Designee pursuant to Section 2.6 or the Cure Costs to the extent provided in Section 2.5 of this Agreement, including, without limitation, those set forth below (collectively, all such liabilities and obligations that are not Assumed Liabilities are referred to herein as the “Excluded Liabilities”). Without limiting the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreement: ): (a) all Liabilities relating obligations or liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers that relate to the conduct any of the Business prior to the Closing, except as specifically provided in Section 2.3(b); Excluded Assets; (b) all Liabilities to make royalty, milestone obligations or deferred payments liabilities of Sellers or any predecessor(s) or Affiliate(s) of Sellers (other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business than with respect to Products sold Taxes of a Designated Entity not reportable on a consolidated, combined or unitary Tax Return) relating to Taxes (including with respect to the Acquired Assets or otherwise) for all periods, or portions thereof, ending on or prior to the Closing Date; ; (c) all obligations or liabilities for any legal, accounting, investment, banking, brokerage or similar fees or expenses incurred by any Seller in connection with, resulting from or attributable to the transactions contemplated by this Agreement and the DIP Financing; (d) all Liabilities obligations or liabilities for (iany borrowed money incurred by Sellers or any predecessor(s) Transfer Taxes or Affiliate(s) of Seller Parent as described in Section 8.1 and (ii) Taxes Sellers (other than Transfer Taxes) attributable to the Acquired Assets or the operations or the income of the Business for any Pre-Closing Tax Period; Designated Entities); (e) all Liabilities with respect obligations of Sellers related to returns the right to or issuance of Products sold any capital stock or other equity interest of Sellers or any Designated Entity, including, without limitation, any stock options or warrants; (f) all liabilities and obligations from Sellers or any predecessor(s) or Affiliate(s) of Sellers, other than the Designated Entities, resulting from, caused by or arising out of, directly or indirectly, the conduct of the business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the ClosingClosing Date, including all Liabilities for including, without limitation, such of the foregoing (i) as constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of requirement of any creditslaw, rebates(ii) that relate to, refunds result in or other amounts payable arise out of the existence or imposition of any liability or obligation to remediate or contribute or otherwise pay any amount under or in respect of any such returned Product; environmental, superfund or other environmental cleanup or remedial laws, occupational safety and health laws or other laws or (fiii) that relate to any and all Liabilities claims, disputes, demands, actions, liabilities, damages, suits in equity, administrative proceedings, accounts, costs, expenses, setoffs, contributions, attorneys’ fees and/or causes of action of whatever kind or character against Sellers arising under this Agreement and the Ancillary Agreements or from the consummation any predecessor(s) or Affiliate(s) of the Transactions; (g) 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 agreementsSellers, other than any Business Contractsthe Designated Entities, to conduct clinical studies; (i) all Liabilities under any Business Contractswhether past, including IP Contractspresent, to the extent such Liabilities arise out of future, known or relate to a breach unknown, liquidated or default thereunder by any Seller prior to the Closing; (j) all Liabilities related to any current unliquidated, accrued or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employeesunaccrued; and (k) all Liabilities related to any Business Benefit Plan.8

Excluded Liabilities. Neither Except as specifically set forth in Section 2.3 and elsewhere in the Transaction Documents, Buyer nor shall not assume or in any of its Affiliates shall assume, nor shall they way be or become responsible for, any Liabilities of the Business or of Sellers other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoingand Seller shall remain responsible for, the following shall constitute debts, claims, commitments, liabilities and obligations of Seller and the Business (the "Excluded Liabilities notwithstanding any other provision of this Agreement:Liabilities"): (a) all Tax liabilities, including penalties and interest, in respect of periods prior to the Closing Date; (b) all indebtedness for borrowed money relating to the conduct of the Business for all periods prior to the Closing Date; (c) Liabilities arising out of or relating to the Excluded Assets; (d) any Environmental Liabilities relating to or arising out of (1) the acts or omissions of Seller, (2) the acts or omissions of any person prior to the Closing Date related to Seller, the Business or the Transferred Assets, or (3) the use, handling, storage, treatment or disposal of any Hazardous Materials related to Seller, the Business or the Transferred Assets prior to the Closing Date; (e) Inter-company receivables and payables arising between or among the Business and the balance of AAPC's business from the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising and obligations under this Agreement and the Ancillary Agreements or from the consummation of the Transactionsany Benefit Plans; (g) all Liabilities arising out of or relating trade payables and obligations incurred prior to the Retained BusinessFiling Date; (h) except all amounts owing to employees of Seller under the Key Employee Retention Program, as provided approved and described by the Bankruptcy Court Order in Section 2.3(j)Orders dated June 11, all Liabilities arising under any agreements2001 and June 12, other than any Business Contracts, to conduct clinical studies2002 ; (i) all Liabilities under any Business Contractsthe Liabilities, including IP Contractsif any, to the extent such Liabilities arise out of or relate to a breach or default thereunder by any Seller prior to the Closinglisted on Schedule 2.4(i); (j) all any Liabilities related relating to pending or threatened litigation, warranty claims (other than those included in the Assumed Liabilities), or bankruptcy and any current or former employees or applicants Liability of any Seller (including any severance or other amounts payable to such employees for costs and expenses incurred in connection with the consummation Contemplated Transactions, including, without limitation, any broker's or finder's commission, fee or similar compensation; (k) any actual or alleged violation by Seller or any of its Affiliates of any Applicable Law; (l) any infringement or alleged infringement of the Transactions), except for Liabilities rights of any Person arising following out of the Closing use of any of the Transferred Intellectual Property in connection with Buyer’s employment the Business prior to the Effective Time; (m) any workers compensation claims relating to the Business for any period prior to the Effective Time; (n) any Liabilities or obligations with respect to any outstanding checks written or issued by Seller or any of Transferred Employeesits Affiliates prior to the Closing Date; and (ko) except for items specifically included in the Assumed Liabilities, all Liabilities related of Seller relating to or arising out of any Business Benefit Planact, event or omission occurring prior to the Effective Time.

Excluded Liabilities. Neither Buyer nor Notwithstanding anything to the contrary set forth in Section 2.2(c) or elsewhere in this Agreement, the Acquiror is not assuming or agreeing to pay or discharge any of its Affiliates shall assume, nor shall they be or become responsible for, any the following Liabilities of the Business Company or of Sellers its Subsidiaries (other than the Assumed Transferred Entities solely in respect of Section 2.2(d)(i); it being understood, for the avoidance of doubt, that the Acquiror assumes and agrees to pay or discharge all other Liabilities of the Transferred Entities) (collectively, the “Excluded Liabilities”). Without limiting the generality ): (i) any Indebtedness of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding Company (including any interest thereon or other provision of this Agreement: (a) all Liabilities relating to the conduct of the Business prior to the Closing, except as specifically provided amounts payable in Section 2.3(bconnection therewith); (bii) all Liabilities any Liability relating to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or under any Excluded Asset; (iii) any Liability for Taxes, relating to the conduct operation or ownership of the Business prior (including Taxes relating to the Closing; (cTransferred Assets) all Liabilities involving and any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities Liability for (i) Transfer Taxes of Seller Parent as described a Transferred Entity, in Section 8.1 and each case, (iix) Taxes (other than Transfer Taxes) attributable to the Acquired Assets or the operations or the income of the Business for any Pre-Closing Tax PeriodPeriod and (y) for the portion of any Straddle Period ending on the Closing Date, apportioned in the manner described in Section 7.1(a), and any Transfer Taxes imposed in connection with the transactions contemplated by this Agreement that are allocable to the Company pursuant to Section 5.9; (eiv) all Liabilities with respect to returns of Products sold prior related to the ClosingCompany Plans, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Productthan the Assumed Liabilities; (fv) all Liabilities of Sellers arising under this Agreement and to the Ancillary Agreements or from the consummation of the Transactions; (g) all Liabilities extent arising out of the operation or relating to conduct by the Retained Company or any of its Affiliates of any business other than the Business; (h) except as provided in Section 2.3(j), all Liabilities arising under any 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 Closing; (jvi) all Liabilities related to any current equity interests of the Company or former employees any of its Affiliates (including Blue Acquisition Group, Inc.) or applicants obligating the Company to issue, deliver, sell, repurchase, redeem or otherwise make any payments with respect to, or cause to be issued, delivered, sold, repurchased, redeemed or otherwise paid, any equity interests of the Company or any of its Affiliates (including Blue Acquisition Group, Inc.) or obligating the Company to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such equity interests of the Company or any of its Affiliates (including Blue Acquisition Group, Inc.); (vii) except as otherwise provided in Section 2.2(c)(vii), Section 2.2(c)(xiv) or Article VI hereof, all Liabilities related to the Business Employees and Former Business Employees; (viii) any fees, costs or expenses (including investment banking, financial advisory, legal counsel, accountants, advisors and other service providers) incurred by the Company or any of its Affiliates in connection with this Agreement and the transactions contemplated by this Agreement; (ix) all Liabilities relating to any failure of any Seller Person to take actions required to comply with any applicable bulk sale Law, bulk transfer Law or similar Law (including any severance or other amounts payable to such employees excluding Tax Laws) in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employeestransactions contemplated by this Agreement; and (kx) all Liabilities related in respect of the Company’s Kingsburg, California, or Terminal Island, California, facilities, including with respect to any Business Benefit Planclosures, divestitures or remedial actions regarding such facilities.

Excluded Liabilities. Neither Buyer nor Notwithstanding any other provision of its Affiliates shall assumethis Agreement or any other writing to the contrary, nor shall they be or become responsible for, any Liabilities of the Business or of Sellers other than Purchaser is assuming only the Assumed Liabilities and is not assuming any other Liability of the Seller Group of whatever nature, whether presently in existence or arising hereafter (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementshall include, but not be limited to, the following: (a) any Excluded Tax Liability; (b) any Liabilities of the Seller Group relating to or arising out of any and all Seller Plans at any time, whether arising on or following the Closing; (c) any Liability for any Proceedings by or relating to Employees, former employees, independent contractors, or former independent contractors of the Seller Group concerning acts or omissions of the Seller Group, or otherwise arising out of facts and circumstances based on the relationship existing between any such Employee, former employee, independent contractor, or former independent contractor, on the one hand, and a member of the Seller Group, on the other hand, in each case to the extent such acts or omissions, or such facts and circumstances, occurred prior to the Closing; (d) to the extent not Assumed Liabilities pursuant to Section 2.3(d), any Liabilities relating to any Employees, former employees, independent contractors or former independent contractors of the Seller Group based on or arising under such Persons’ employment or engagement with the Seller Group or the termination of such employment or engagement with the Seller Group; (e) any Liability arising out of or related to any Excluded Asset; (f) any Liability arising out of or related to any Indebtedness; and (g) any Liability to the extent related to the ownership or use of the Purchased Assets or the operation or conduct of the Business prior to the ClosingClosing (including, except as specifically provided for the avoidance of doubt, Liabilities in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products manufactured, distributed or sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan.

Excluded Liabilities. Neither Buyer nor Except as otherwise specifically provided in this Section 1.3 (b), each of the Sellers shall be solely responsible for any and all of its Affiliates other Liabilities not included within the Assumed Liabilities, and Buyer shall assume, nor shall they not assume or be or become responsible for, liable for any Liabilities of the Business Sellers or of Sellers other than their Affiliates not included within the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting , including but not limited to the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementfollowing: (ai) all Liabilities relating any Liability arising out of any failure of Sellers to comply with any applicable Laws and Regulations; (ii) any Liability arising out of breaches of any agreements, commitments, arrangements and understandings, oral or written, by Sellers; (iii) any Liability arising out of pre-Closing Taxes, including any payroll Taxes; (iv) any Liability arising out of or in respect of any Indebtedness of Sellers; (v) any Liability arising out of any Employee Benefit Plan at the conduct time of Closing, other than Buyer’s obligations to reimburse Seller with respect to “Employment Benefits Services” under the Transition Services Agreement; (vi) any Liability arising out of making payments or compensation of any kind (including, but not limited to, as a result of the termination of employment by Sellers or the consummation of the transaction contemplated hereby but excluding paid time off, vacation and sick leave assumed by Buyer pursuant to Section 1.3(a)) to any employees of Sellers with respect to pre-Closing periods, including in connection with this Agreement or the other Transaction Documents, or any transactions contemplated hereby or thereby; (vii) any Liability associated with or related to any of the Excluded Assets or from the operations of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold or caused by Seller on or prior to the Closing Date Date, regardless of whether such operations were conducted by the Seller and regardless of whether the Losses occur post-Closing, and irrespective of the name or otherwise names under which such operations were conducted), including without limitation, Liabilities under any real property lease for any manufacturing or other facility of Sellers and any Liability for personal injury, including death and property damage, warranty obligations and recall exposure arising out of or relating to the conduct any claim or Action by any Person pertaining to products manufactured, designed, consigned and/or sold by or on behalf of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold Sellers prior to the Closing Date, regardless of whether the Liability occurs post-Closing; (dviii) all Liabilities for (i) Transfer Taxes any Liability of Seller Parent as described Sellers incurred in Section 8.1 connection with the making or performance of this Agreement and (ii) Taxes (other than Transfer Taxes) attributable to the Acquired Assets or the operations or the income of the Business for any Pre-Closing Tax Periodtransactions contemplated hereby; (eix) all Liabilities with respect any Liability arising out of or related to returns of Products sold any FDA recall arising from or relating to actions or omissions caused by the Sellers prior to the Closing, including all Liabilities for but not limited, to, any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees recalls in connection with Form FDA-483, regardless of whether the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred EmployeesLiability occurs post-Closing; and (kx) any costs or expenses of Sellers incurred in connection with shutting down, deinstalling and removing equipment not purchased by Buyer, and the costs and any Liabilities associated with all Liabilities related to any Business Benefit Plancontracts of Sellers that are not Assigned Agreements.

Excluded Liabilities. Neither Buyer nor any of its Affiliates shall assume, nor shall they be or become responsible for, any Liabilities The Shareholder assumes the following liabilities of the Business or of Sellers other than the Assumed Liabilities Company and/or any Company Subsidiary (collectively, the “Excluded "Assumed Liabilities”). Without limiting , which Assumed Liabilities shall, on or before the generality of Closing Date, be transferred to the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this AgreementShareholder: (a) all Liabilities relating The payable due to the conduct M▇▇▇▇▇ ▇▇▇▇▇ (Methuen, Massachusetts) as of the Business prior to the Closing, except as specifically provided in Section 2.3(b)Effective Date for work performed during 2007; (b) Any and all Liabilities liabilities and obligations (i) with respect to make royalty, milestone any pension plan sponsored by the Shareholder or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct (ii) as of the Business prior Effective Date with respect to the Closingany Company Plan; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business Warranty claims with respect to Products sold prior any memorial sourced from Barre, Vermont (i.e. manufactured in Barre or purchased by the Company or a Company Subsidiary from another Person and shipped to Barre en route to a Company or Company Subsidiary customer) by the Closing DateCompany, any Company Subsidiary, or any of their respective predecessors (the Company and the Company Subsidiaries will be solely responsible and liable for any other warranty claims with respect to memorials sourced by the Company, any Company Subsidiary, or any of their respective predecessors from any source other than the Shareholder's Barre, Vermont plant); (d) Any and all Liabilities for obligations owed to P▇▇▇▇ ▇. ▇▇▇▇▇▇ of Barre, Vermont by the Shareholder, Company or any Company Subsidiary as of the Closing Date or triggered by the Closing, including, without limitation, any obligations arising under that certain agreement between the Company and P▇▇▇▇ ▇. ▇▇▇▇▇▇ dated February 15, 2006; (ie) Transfer Taxes Any and all obligations or liabilities of Seller Parent as described in Section 8.1 and (ii) Taxes whatever nature (other than Transfer Taxeswarranty claims which will be addressed in accordance with Section 1.5(c) attributable to the Acquired Assets or the operations or the income of the Business for any Pre-Closing Tax Period; (eabove) all Liabilities with respect to returns of Products sold prior to the Closingarising from, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 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 Closing; (j) all Liabilities related to or connected in any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection way with the consummation Company's former operating divisions named "C▇▇▇▇ Memorials of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment Georgia" and "Uras Monument Company of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan.New Jersey";

Excluded Liabilities. Neither Buyer nor any of its Affiliates shall assume, nor shall they be or become responsible for, any Liabilities of the Business or of Sellers other Other than the Assumed Liabilities Liabilities, Buyer does not assume any of Sellers’ or any of their respective Affiliates’ liabilities or obligations (collectively, the “Excluded Liabilities”). Without limiting , including the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementfollowing: (a) all Liabilities relating to the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone liabilities or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise obligations arising out of or relating to the Business or the Purchased Assets, in each case, to the extent arising either at or prior to the Effective Time or to the extent arising either out of or related to (i) events or circumstances on or prior to the Effective Time or (ii) the conduct of the Business at or prior to the ClosingEffective Time, including as relating to any infringement, misappropriation or other violation of the Intellectual Property rights of any third party due to the conduct of the Business at or prior to the Effective Time; (b) liabilities or obligations related to or arising out of the Excluded Assets; (c) any indebtedness of, or owed by, either Seller or its Affiliates; (d) (i) liabilities for Taxes of Sellers (or any Affiliate thereof), (ii) all Liabilities involving liabilities for Asset-Level Taxes for any product recallsPre-Closing Tax Period (calculated for a Straddle Period in accordance with Section 7.1.1) and (iii) all liabilities under escheat, adverse events abandoned property, unclaimed property or other similar events related to the Business Laws arising from or with respect to Products sold the Purchased Assets that relate to the period prior to the Closing Date; (d) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds liabilities or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) all Liabilities obligations arising out of or relating to the Retained BusinessBusiness Benefit Plans; (f) liabilities or obligations arising out of or related to the Business Employees, other than those in respect of the employment of a Transferred Employee by Buyer or its Affiliates after the applicable Transfer Time; (g) liabilities or obligations arising out of or relating to accrued, but unpaid, vendor commissions as of the Effective Time; (h) except any account payable or trade payables of the Business that are not specifically included as provided in Assumed Liabilities under Section 2.3(j2.3.1(a), all Liabilities arising under any agreements, other than any Business Contracts, to conduct clinical studies;; and (i) all Liabilities under any Business Contracts, including IP Contracts, to the extent such Liabilities arise out of liabilities or relate to a breach or default thereunder by any Seller prior to the Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactionsobligations set forth on Schedule 2.3.2(i), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan.

Excluded Liabilities. Neither Buyer nor any of its Affiliates Seller shall assumeretain and shall hereafter pay, nor shall they be or become responsible forperform, any satisfy and discharge when due, all Liabilities of the Business or of Sellers other than Assumed Liabilities, including, without limitation, the Assumed following Liabilities (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:): (a) all Liabilities relating to the conduct or arising out of the Business prior to the Closing, except as specifically provided in Section 2.3(b)Excluded Assets; (b) all Liabilities to make royalty, milestone arising out of any transaction or deferred payments obligation incurred by Seller on or any other contingent payments to third parties in connection with or arising from the Products sold prior to after the Closing Date or otherwise Date, except for Liabilities arising out of or relating related to the conduct of the Business prior or Business Assets to the Closingextent expressly provided for under the Transition Services Agreement; (c) all Liabilities involving for or in connection with any product recallsdividends, adverse events distributions or similar events related to the Business redemptions with respect to Products sold any security of Seller or its Affiliates; (d) any expenses or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the Ancillary Agreements and the consummation of the Transactions, except as provided in Section 11.13; (e) all Liabilities for Taxes relating to or arising out of the Business Assets or the operation of the Business prior to the Closing Date except for such Taxes that are the responsibility of Purchaser pursuant to Article VII; (f) any Liability of Seller to any Business Employee or former Business Employee of Seller under or with respect to any Employee Agreement or Business Employee Plan, including for severance pay and accrued vacation payments due to termination of employment by Seller on or prior to the Closing Date; (dg) all Liabilities for (i) Transfer Taxes any Liability of Seller Parent as described in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable to the Acquired Assets or the operations or the income any Affiliate of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) all Liabilities arising out of or relating to the Retained Business;Seller; and (h) except as provided any other Liability that is not referred to specifically in Section 2.3(j), all Liabilities arising under any 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan2.3.

Excluded Liabilities. Neither Except for those Liabilities expressly assumed by Buyer nor any of its Affiliates pursuant to Section 2.03 and Section 5.09, Buyer shall assume, nor not assume and shall they not be or become responsible liable for, any and Seller shall retain and remain, as between Seller and Buyer, solely liable for and obligated to discharge, all of the debts, expenses, contracts, agreements, commitments, obligations and other Liabilities of any nature with respect to the Business or of Sellers other than the Assumed Liabilities Transferred Assets arising or incurred on or prior to the Closing Date to the extent that Seller is so liable (collectively, the “Excluded Liabilities”). Without limiting , including the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementfollowing: (a) all Liabilities relating to the conduct of the Business any Liability for breaches by Seller or its Subsidiaries prior to the ClosingClosing Date of any Contract, except as specifically provided in Section 2.3(b)or any Liability arising or incurred under any Contract on or prior to the Closing Date; (b) all Liabilities except as otherwise specifically provided in Section 5.09, any Liability for Taxes attributable to make royalty, milestone or deferred payments imposed upon Seller or any other contingent payments of its Subsidiaries, or attributable to third parties in connection with or arising from imposed upon the Products sold prior Business or the Transferred Assets for any Pre Closing Tax Period or the portion of any Post-Closing Tax Period attributable to the period up to and including the Closing Date or otherwise arising out Date, other than Taxes incurred as a result of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events Accounts Payable for services performed or similar events related to the Business with respect to Products sold goods delivered on or prior to the Closing Date; (d) all subject to Section 2.03(d), any Liabilities for (i) Transfer Taxes of Seller Parent as described in Section 8.1 under Employee Plans and (ii) Taxes (other than Transfer Taxes) attributable to the Acquired Assets or the operations or the income of the Business for any Pre-Closing Tax PeriodEmployee Agreements; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities any Liability for any credits, rebates, refunds or other amounts payable in respect of any such returned Productloan or other indebtedness for money borrowed of Seller or any of its Subsidiaries on or prior to the Closing Date; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions;Pre-Closing Product Obligations; and (g) all Liabilities arising out of any Liability under, or relating to the Retained Business; (h) except as provided in Section 2.3(j), all Liabilities arising under any 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with with, the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit PlanExcluded Assets.

Excluded Liabilities. Neither Buyer nor Notwithstanding any provisions of its Affiliates shall assume, nor shall they be or become responsible for, any Liabilities of Section 2.1 to the Business or of Sellers other than the Assumed Liabilities (collectivelycontrary, the following liabilities (“Excluded Liabilities”). Without limiting ) shall be retained by the generality respective parties, irrespective of the foregoingwhether any such liability is a liability of a Cyclone Transferred Subsidiary or a Storm Transferred Subsidiary, and shall not be transferred to, nor assumed by, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this AgreementVenture Entities: (a) all Liabilities relating liabilities to the conduct of the Business prior extent attributable to the Closing, except as specifically provided in Section 2.3(b)Non-Transferred Cyclone Businesses and to the Non-Transferred Storm Businesses; (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or the extent arising from the Products sold or attributable to any condition, event, circumstance, activity, practice, incident, action or omission occurring prior to the Closing Date Date, liabilities (other than Environmental Liabilities) of Cyclone, Storm and their respective Affiliates attributable to (i) violations or otherwise arising out alleged violations of the FCPA, the UK Bribery Act or relating any Applicable Law related to anti-corruption or any violation or alleged violation of criminal law, including fines, civil or criminal penalties, damages and profit disgorgement and the costs of any investigations related thereto, (ii) noncompliance or alleged noncompliance with, or violations or alleged violations of, Applicable Laws with respect to import/export control (other than, for the avoidance of doubt, international trade and customs), trade sanctions, embargoes and money laundering or (iii) fines, civil or criminal penalties with respect to, and interest accruing on, any customs charges to the conduct of the Business prior extent related to the Closingmisclassification of any product; (c) all Cyclone Pre-Closing Environmental Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the and Storm Pre-Closing DateEnvironmental Liabilities; (d) all Liabilities for (i) Transfer Taxes of Seller Parent as described in Section 8.1 liabilities associated with the incident involving the fire and (ii) Taxes (other than Transfer Taxes) attributable to explosion that occurred onboard the Acquired Assets semisubmersible drilling rig Deepwater Horizon on or the operations or the income of the Business for any Pre-Closing Tax Periodabout April 20, 2010; (e) all Liabilities with respect any Indebtedness for borrowed money (including Indebtedness owed to returns Cyclone or Storm or any of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or their respective Affiliates (other amounts payable in respect of any such returned Product;than Exempt Intercompany Debt)); and (f) all Liabilities liabilities of Sellers arising under this Agreement Cyclone, Storm and their respective Affiliates that are primarily related to the Ancillary Agreements Cyclone Subsea Business or from the consummation Storm Subsea Business and set forth in Section 2.4 of the Transactions; (g) all Liabilities arising out of or relating to the Retained Business; (h) except as provided in Cyclone Disclosure Letter and Section 2.3(j), all Liabilities arising under any 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation 2.4 of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit PlanStorm Disclosure Letter.

Excluded Liabilities. Neither Buyer nor any of its After the Closing, the Sellers and their Affiliates shall assumeretain, nor and Buyer shall they be not assume or become responsible have any responsibility for, any Liabilities of the Business or of Sellers other than the Assumed following Liabilities (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:): (a) all Liabilities relating to the conduct or arising out of the Business prior to Excluded Assets or the Closing, except as specifically provided in Section 2.3(b)Excluded Businesses; (b) all Liabilities retained by the Sellers pursuant to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the ClosingArticle VII and Article VIII; (c) all Liabilities involving Indebtedness of the Sellers and their Affiliates (including the Purchased Entities), including all indebtedness for borrowed money of the Sellers under any product recallsnote, adverse events bond, credit agreement or similar events related to the Business instrument with respect to Products sold prior to the Closing Dateany financial institution or other third party; (d) all Liabilities for (i) Transfer Excluded Taxes of Seller Parent as described in or Taxes that Sellers are required to indemnify Buyer Indemnitees pursuant to Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable to the Acquired Assets or the operations or the income of the Business for any Pre-Closing Tax Period8.1(a); (e) all Liabilities with respect to returns intercompany payables and loans between a Seller and any Affiliate, or between any Affiliate of Products sold prior to the Closing, including all Liabilities for Sellers and any credits, rebates, refunds or other amounts payable in respect Affiliate of any such returned Product;the Sellers; and (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) all Liabilities arising out of or relating to the Retained Business; employment, termination of employment or employee benefits of (hor other employment practices) except as provided in Section 2.3(j(i) with respect to any Transferred Business Employee which relate to events that occur on or prior to the Closing Date (or, with respect to any Inactive Business Employees, which relate to events that occur prior to the date such Inactive Business Employee becomes a Transferred Business Employee), all Liabilities arising or (ii) provided that Buyer complies with its obligations under any agreementsSection 7.1, other than with respect to any Business ContractsEmployees who does not become a Transferred Business Employee, to conduct clinical studies; whether arising before, on or after the Closing Date, and (iiii) all Liabilities under any Business Contracts, including IP Contracts, Employee Benefit Plans which are not assumed by Buyer pursuant to the extent such Liabilities arise out of or relate to a breach or default thereunder by any Seller prior to the Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Planthis Agreement.

Excluded Liabilities. Neither Notwithstanding anything contained in this Agreement to the contrary, neither Buyer nor any of its Affiliates shall assume, nor shall they be or become responsible for, are assuming any Liabilities of the Business Sellers, or either of Sellers them, other than the Assumed Liabilities Liabilities, whether or not relating to the Purchased Assets or the Business (collectively, the “Excluded Liabilities”). All of the Excluded Liabilities shall at and after the Closing remain the exclusive responsibility and obligation of the Sellers. Without limiting the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementinclude the following Liabilities: (a) all Liabilities relating to the conduct any Liability of the Business prior to the ClosingSellers, except as specifically provided in Section 2.3(b)or either of them, under this Agreement or any Related Document; (b) all Liabilities any Liability of the Sellers, or either of them, for expenses or fees incident to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of the negotiation, preparation, approval or relating to authorization of this Agreement, the conduct Related Documents or the completion, or preparation for the completion, of the Business prior to transactions contemplated hereby or thereby, including all attorneys’ and accountants’ fees, and brokerage fees incurred by or imposed upon the ClosingSellers, or either of them; (c) all Liabilities involving accounts payable or notes payable of the Sellers, or either of them, or any product recallsindebtedness of the Sellers, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Dateeither of them, for borrowed money; (d) all Liabilities 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 the operations or the income any Liability of the Business for Sellers, or either of them, under any Pre-Assigned Contract that accrued on or before the Closing Tax PeriodDate, including any Liability arising out of a breach or alleged breach thereof that occurred as of or before the Closing; (e) all Liabilities any obligations in connection with respect to returns of Products sold prior to the Closingany prepayments for goods or services that remain undelivered, including all Liabilities for under any credits, rebates, refunds or other amounts payable in respect of any such returned ProductAssigned Contract; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation any Liability of the TransactionsSellers, or either of them, under any Contract that is not an Assigned Contract; (g) all Liabilities any Liability of the Sellers, or either of them, with respect to any Taxes, including any Liability for Taxes arising out in connection with the Sale that are payable under applicable Law by the Sellers, or either of or relating to the Retained Businessthem; (h) except as provided in Section 2.3(j)any Liability of the Sellers, all Liabilities or either of them, arising under out of the injury to or death of any agreementsindividual or damage to or destruction of any property, whether based on negligence, breach of warranty, errors and omissions, strict liability, enterprise liability or any other than legal or equitable theory arising from or related to any Business ContractsProducts, to conduct clinical studiesthe extent any of those Liabilities result from or arise out of events, facts or circumstances occurring or existing at or before the Closing, notwithstanding whether the date on which any claim or Proceeding therefor is commenced or made is before or after the Closing Date; (i) all Liabilities under arising out of breach of warranty claims for repair or replacement of, or other remedies available to customers of, Products sold on or before the Closing Date; (j) any Business ContractsLiability of the Sellers, including IP Contractsor either of them, relating to the extent such Liabilities arise any Proceeding arising out of or relate to a breach in connection with the conduct of the Sellers, or default thereunder by either of them, or any Seller prior to other conduct of any of the Sellers’ Representatives or distributors, whether or not disclosed on the Schedules hereto, in each instance before the Closing; (jk) all Liabilities related any Liability relating to any current Employee or former employees or applicants of any Seller Employee Benefit Plan; (including l) any severance or other amounts payable to such employees in connection with the consummation Liability of the Transactions)Sellers, except for Liabilities arising following or either of them, that relates to the Closing in connection with Buyer’s employment of Transferred EmployeesExcluded Assets; and (km) any other Liability of Sellers, or either of them, not explicitly assumed by Buyer under Section 1.3. The Sellers acknowledge that the Sellers are retaining the Excluded Liabilities, and the Sellers shall pay, discharge and perform all of the Excluded Liabilities related to any Business Benefit Planpromptly when due.

Excluded Liabilities. Neither Notwithstanding any other provision of this Agreement, neither Buyer nor any Affiliate of Buyer will assume or agree to pay, perform or discharge any of the Liabilities of Seller or any of its Affiliates shall assume, nor shall they be or become responsible for, any Liabilities of the Business or of Sellers other than the that are not Assumed Liabilities (collectively, the “"Excluded Liabilities”"). Without limiting the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementincluding: (a) all Current Liabilities relating to not reflected on the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b)Closing Balance Sheet and not constituting Assumed Liabilities; (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments the extent related to third parties in connection with or arising from out of the Products sold prior to the Closing Date or otherwise Excluded Assets, other than (i) those Liabilities arising out of or relating to the conduct caused by Buyer's use of the Business prior to Seller-Licensed Intellectual Property following Closing, and (ii) those Liabilities of Buyer arising under the ClosingAncillary Agreements; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) all Liabilities arising out of or relating to any employee benefit plans or programs maintained by Seller or its Affiliates, other than (i) Liabilities to the Retained Businessextent arising out of or relating to the Transferred Benefit Plans, and (ii) those Liabilities arising out of Buyer's covenants contained in Article VI; (hd) except as provided in Section 2.3(j), all Liabilities arising under any agreementsout of or relating to Taxes incurred by the Business prior to Closing, other than any Business Contracts, except to conduct clinical studiesthe extent reflected as Current Liabilities on the Closing Balance Sheet; (ie) all Liabilities under any Business Contracts, including IP Contracts, arising out of that certain inquiry of the Federal Trade Commission with respect to the extent such Business which is pending on the date hereof; (f) all Liabilities arise for accrued payroll (excluding vacation) payable through the Closing Date to U.S. or non-U.S. employees, which Seller will satisfy either by payment directly to one or more employees or by means of the adjustment to the Purchase Price provided by Section 2.8; and (g) all other Liabilities of Seller not comprising the Assumed Liabilities and arising out of or relate to a breach or default thereunder by any Seller prior to the Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation conduct of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related Business prior to any Business Benefit PlanClosing.

Excluded Liabilities. Neither Buyer nor any of its Affiliates shall assumeNotwithstanding anything to the contrary in this Agreement, nor shall they be or become responsible for, any Liabilities of the Business or of Sellers other than the Assumed Liabilities shall not include the following liabilities and obligations of the Sellers (collectively, the “Excluded Liabilities”). Without limiting the generality ): (i) all accounts payable of the foregoingSellers, including those listed on Schedule 1.1(e)(i) (the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreement: (a) all Liabilities relating to the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b“Seller Accounts Payable”); (bii) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or liabilities and obligations relating to the conduct Excluded Assets; (iii) all liabilities and obligations for any Taxes relating to the property or operations of the Business prior to for periods ending on or before the ClosingClosing Date, including any Pre-Closing Tax Period, determined in accordance with Section 6.1; (civ) all Liabilities involving liabilities and obligations of the Sellers in respect of employees or employee benefits that are not assumed by the Buyers pursuant to Article VII; (v) all liabilities and obligations of the Sellers to any product recalls, adverse events or similar events related to third-party sales agents of the Business with respect for bonuses or commissions that accrued and were required to Products sold be paid to such sales agents prior to the Closing Date; (dvi) all Liabilities for (i) Transfer Taxes liabilities and obligations arising under COBRA or other similar applicable law resulting from the actions or inactions of the Sellers relating to any reductions-in-force or termination of Seller Parent as described in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable to Business Employees by the Acquired Assets or the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 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 that occurred prior to the Closing; (jvii) all Liabilities related to any current or former employees or applicants liabilities and obligations of the Sellers under this Agreement and the Ancillary Agreements; and (viii) all liabilities and obligations of any Seller (including any severance or other amounts payable to such employees for costs and expenses incurred in connection with this Agreement or the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plantransactions contemplated by this Agreement.

Excluded Liabilities. Neither Buyer nor any of its Affiliates shall assume, nor shall they be or become responsible for, any Liabilities of the Business or of Sellers other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding Notwithstanding any other provision of this Agreement:, the Assumed Liabilities shall not include the following Liabilities (the "Excluded Liabilities"): (a) all except with respect to Environmental Liabilities (which are covered by clause (b) below), any Liabilities of Seller relating to to, arising out of or in connection with the conduct ownership or operation of the Business or the Assets or otherwise prior to the Closing, except as specifically provided in Section 2.3(b)other than the Assumed Liabilities; (bi) all any Environmental Liabilities to make royaltyrelating to, milestone or deferred payments or any other contingent payments to third parties arising out of, in connection with or arising from the Products sold prior in respect of any Known Environmental Conditions and (ii) to the Closing Date extent Seller is required to indemnify and hold harmless the Company Indemnified Parties and Metaldyne Indemnified Parties therefrom under Section 13.9(b), any Environmental Liabilities relating to, arising out of, in connection with or in respect of any Unknown Environmental Conditions; (c) any Liabilities under Assumed Contracts which by the terms of such Assumed Contracts were due or to be performed or otherwise arising out of or relating to the conduct of the Business arose prior to the Closing; (cd) all any Liabilities involving any product recallsrelating to past, adverse events present or similar events related to future employees of Seller engaged in the Business with respect or otherwise relating to Products sold Employee Benefit Plans for past, present or future employees of Seller engaged in the Business, whether prior to or after the Closing Date; (d) all Liabilities 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 Closing, including, without limitation, liabilities under ERISA, workers' compensation laws or the operations or the income of the Business for any Pre-Closing Tax Periodemployment laws; (e) all any Liabilities of Seller under or relating to labor relations, and any grievances, lawsuit or claim of any kind by any employee of Seller whether or not relating to employment in the Business prior to the Closing or thereafter under the Employee Matters Agreement; (f) any Liabilities arising out of any action, suit or proceeding relating to the Business or the Transferred Assets to the extent based upon an event occurring or a claim arising (i) prior to the Closing, other than the Assumed Liabilities, or (ii) after the Closing, in each case with respect to returns claims relating to the design, manufacture or sale of Products sold products by Seller prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement warranty and the Ancillary Agreements or from the consummation of the Transactionsproduct liability claims; (g) all Liabilities arising out any Tax liabilities of or relating to the Retained BusinessSeller; (h) except as provided in Section 2.3(j), all any Liabilities arising under for Indebtedness incurred by Seller or any agreements, other than any Business Contracts, to conduct clinical studiesof its Affiliates; (i) all Liabilities under any Business Contractsbrokers' or finders' fees, or other Liability of Seller for costs and expenses (including IP Contractsfees and expenses relating to professional advisors (legal, to the extent such Liabilities arise out of financial, accounting or relate to a breach otherwise)) incurred in connection with this Agreement or default thereunder by any Seller prior to the ClosingRelated Agreement; (j) all Liabilities related any Liability to any current the extent relating to, arising out of or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation Excluded Assets; (k) any Liability relating to, arising out of the Transactions), except for Liabilities arising following the Closing or in connection with Buyer’s employment Seller's demolition of Transferred Employeesthe North Building or the Forge Building pursuant to Section 8.15; provided, however, that the Excluded Liabilities shall not include any Demolition Costs in excess of $6,000,000 in the aggregate; (l) any Liability relating to, arising out of or in connection with the capital improvement projects described on Schedule 2.5(l); (m) any Liability or obligation for chargebacks relating to, arising out of or in connection with the manufacture or production of products at the Facility prior to the Closing; and (kn) all other Liabilities related to any Business Benefit Plannot expressly constituting Assumed Liabilities.

Excluded Liabilities. Neither Buyer nor Notwithstanding any provision in this Agreement or any other Transaction Document to the contrary, the members of the Company Group are assuming from B▇▇▇▇ H▇▇▇▇▇ and its Affiliates only the Business Liabilities and no member of the Company Group is assuming (and no member of the Company Group shall retain) any other Liability or obligation of B▇▇▇▇ H▇▇▇▇▇ or its Affiliates of any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise and whether arising before, on or after the Closing), expressly including any such Liabilities or obligations related to or arising out of any of the Excluded Assets. All such other Liabilities and obligations shall be assumed or retained (as applicable) by, and become or remain (as applicable) obligations and Liabilities of, B▇▇▇▇ H▇▇▇▇▇ and its Affiliates shall assume, nor shall they be (all such Liabilities and obligations not being assumed or become responsible for, any Liabilities retained (as applicable) by a member of the Business or of Sellers other than the Assumed Liabilities (collectively, Company Group being herein referred to as the “Excluded Liabilities”). Without For the avoidance of doubt and without limiting the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementinclude the following: (a) all Liabilities relating except to the conduct extent included in the calculation of the Business prior to the ClosingClosing Payment Amount, except as specifically provided in Section 2.3(b)any Liability for Transaction Expenses or Debt; (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the ClosingB▇▇▇▇ H▇▇▇▇▇ Employee Liabilities; (c) all Liabilities involving for any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing DateB▇▇▇▇ H▇▇▇▇▇ Indemnified Tax; (d) all Liabilities for (i) Transfer Taxes of Seller Parent as described in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable except to the Acquired Assets or extent included in the operations or the income calculation of the Business for Closing Payment Amount, any Pre-Closing Tax PeriodLiabilities relating to, arising out of or resulting from any Nonassignable Asset that is not validly and effectively assigned to the Company Group or to which the Company Group does not otherwise receive the rights and benefits pursuant to Section 2.7; (e) all Liabilities with respect related to returns of Products sold prior to any Joint Use Facility that is not included in the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product;Business Assets; and (f) all the Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Planexpressly set forth on Schedule 2.6 attached hereto.

Excluded Liabilities. Neither Buyer nor any of its Affiliates shall assume, nor shall they be or become responsible for, any Liabilities of the Business or of Sellers other than Except for the Assumed Liabilities (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: (a) all Liabilities relating to the conduct of the Business prior to the Closing, except and as -------------------- otherwise specifically provided in Section 2.3(bthis Agreement and the Schedules hereto, Buyer shall not assume any obligations or liabilities of Seller, including the following (the obligations and liabilities of Seller not specifically assumed by Buyer being referred to collectively herein as the "Excluded Liabilities"): -------------------- (i) any of Seller's obligations or liabilities under this Agreement and the other agreements with Buyer contemplated hereby; (ii) any of Seller's obligations or liabilities (or expenses or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement and the other agreements contemplated hereby or the consummation (or preparation for the consummation) of the transactions contemplated hereby and thereby (including in connection with the solicitation or receipt of bids from other Persons), including attorneys' and accountants' fees; (iii) any of Seller's obligations or liabilities with respect to Taxes (except Taxes specifically allocated to, prorated to or assumed by Buyer under this Agreement); (biv) all Liabilities any of Seller's obligations and liabilities relating to make royaltybusinesses conducted by Seller other than the Business; (v) any intercompany debt, milestone settlement or deferred payments other liability or obligation between the Business and Seller or any other contingent payments affiliate of Seller; (vi) any obligations and liabilities of Seller not assumed by Buyer pursuant to third parties in connection with Section 8(j); ------------ (vii) any liability or arising obligation relating to, resulting from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to claims based on Products manufactured and sold prior to the Closing Date; (dviii) all Liabilities for (i) Transfer Taxes any of Seller Parent as described in Section 8.1 Seller's obligations and (ii) Taxes liabilities under any collective bargaining agreement (other than Transfer Taxesthe CBA), non-competition or consulting agreement (other than such obligations and liabilities under any Business Contract); (ix) any liability or obligation relating to any indebtedness for borrowed money owed by Seller to any third party or any guarantee by Seller in favor of any third party; (x) any liability arising out of activities undertaken by, or omissions of, Seller on and subsequent to the Closing Date; (xi) any liabilities arising out of the Excluded Assets; (xii) any suit, action or other legal proceeding pending or, to Seller's knowledge, threatened in writing against the Business or the Assets attributable to periods prior to the Acquired Assets Closing Date and which do not arise out of an Assumed Liability; (xiii) any liability or obligation arising out of the operations or Excluded Contracts; (xiv) all obligations of Seller with respect to accounts payable arising in the income conduct of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect attributable to returns of Products sold periods prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred EmployeesDate; and (kxv) all Liabilities any other liabilities or obligations which are not exclusively related to the Business (together with any Business Benefit Planand all claims relating to any of the foregoing described in this Section 1(e)) and which do not arise out of an Assumed Liability.

Excluded Liabilities. Neither Buyer nor any of its Affiliates shall assume, nor shall they be or become responsible for, any Liabilities of the Business or of Sellers other Other than the Assumed Liabilities, the Purchaser shall not assume and shall not be responsible to pay, perform or discharge any of the Liabilities or claims, including any Tax Liabilities, employment claims, or civil Liabilities associated with the Purchased Assets, the Excluded Assets, the Vendors, the Vendors’ Clinics, the Medspa Clinics or anything else associated with the Vendors’ Clinics, the Medspa Clinics or the Purchased Assets incurred before the Closing Date (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoingFor clarity, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementinclude: (a) all any Liabilities relating to the conduct of the Business prior to Vendors’ Clinics or the Closing, except as specifically provided Vendors other than those items set out in Section 2.3(b2.3 (Assumed Liabilities); (b) all Liabilities to make royalty, milestone claims or deferred payments litigation threatened or any other contingent payments to third parties in connection with or arising from initiated against the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the ClosingVendors; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to Wal-Mart Security and the Closing DateWal-Mart Debt; (d) all Liabilities for (i) Transfer any debts, loans, Taxes of Seller Parent as described in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable owing or credit facilities with respect to the Acquired Assets Vendors or the operations or the income Vendors’ Clinics, including amounts owing to landlords of the Business for any Pre-Closing Tax PeriodAssigned Leases; (e) all Liabilities with respect any obligation to returns indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned ProductVendors; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation any obligations relating to deferred revenue of the Transactions;Vendors or the Medspa Clinics arising from patients’ prepayments for services not performed before the Closing Date; and (g) all any Liabilities arising out from the employment with the Vendors of the Non-Transferring Employees, including any Liabilities with respect to notice of termination (or relating to the Retained Business; (h) except as provided pay in Section 2.3(jlieu thereof), all Liabilities severance, vacation, or similar entitlements, both common law and statutory (collectively, the “Severance Obligations”) whether arising under any 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following after the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit PlanDate.

Excluded Liabilities. Neither With the exception of the Assumed Liabilities, Buyer nor any of its Affiliates shall does not hereby assume, nor and shall they be or not at any time hereafter become responsible liable for, any of the Liabilities of the Business Seller or of Sellers other than the Assumed Liabilities its Affiliates (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: shall include, without limitation, (a) all Liabilities transaction expenses incurred by Seller or its Affiliates, (b) all indebtedness for borrowed money relating to the conduct Business, the Transferred Assets or otherwise and all accounts payable of Seller, (c) all Liabilities primarily related to or arising out of the Excluded Assets, (d) Liabilities under any Contracts (whether or not Acquired Contracts) with respect to any period prior to the Closing Date, (e) Liabilities and obligations for Excluded Taxes, (f) Liabilities or obligations arising from or related to (i) any Seller Benefit Plans (except to the extent expressly set forth in Section 6.1), (ii) the termination of employment with Seller or any of its Affiliates of any employee of the Business prior to the ClosingClosing Date or (iii) employment- or workplace-related claims based in whole upon acts or omissions by Seller, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments its Affiliates or any other contingent payments to third parties in connection with of their respective agents occurring on or arising from the Products sold prior to the Closing Date or otherwise (g) all Liabilities pursuant to Environmental Law arising out of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recallsaction, adverse events event, circumstance or similar events condition related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities 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 the operations Real Property, in each case occurring or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to existing on or before the Closing, including all Liabilities for including: (A) any credits, rebates, refunds or other amounts payable in respect Release of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and Hazardous Material into the Ancillary Agreements Environment on or before the Closing at, to or from the consummation Real Property or any property formerly owned, leased, used or occupied by the Business (and any additional migration of the Transactions; (g) 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 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 Hazardous Material after the Closing; ); (jB) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan.transportation,

Excluded Liabilities. Neither Buyer nor any of its Affiliates has agreed to pay or discharge, shall assume, nor be required to assume or shall they be or become responsible forhave any Liability of Seller, any Liabilities of Seller’s Affiliates or any other Person, the Business assumption of which by Buyer or of Sellers other than its Affiliates is not expressly provided for in this Agreement. Without limiting the foregoing, except for the Assumed Liabilities or as otherwise expressly provided for in this Agreement, Buyer or its Affiliates shall not assume, be liable for, or otherwise become responsible for (i) any Liability of any nature of Seller or any of its Affiliates or (ii) any Liability (whether arising prior to, on or after the Closing Date) arising from, or in connection with, the ownership, holding, use or operation by Seller of the Purchased Assets or the Business, in each case in this clause (ii) on or prior to the Closing Date (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementincluding: (ai) all Liabilities any Liability relating to the conduct any operations of the Business prior to the Closing, except as specifically provided in Seller other than those Liabilities expressly identified above under Section 2.3(b2.3(a); (bii) all Liabilities to make royalty, milestone or deferred payments any Intercompany Payables or any other contingent payments to third parties Liability between Seller and any Affiliate of Seller, whether incurred prior to, on or after the Closing Date; (iii) any Liability under, with respect to, or in connection with, any Contract of Seller or any of its Affiliates other than the Liabilities assumed under the Assigned Contracts under Section 2.3(a); (iv) any Liability associated with products sold or arising from manufactured by Seller with respect to the Products sold Business on or prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving and any product recalls, adverse events or similar events related other Liability with respect to the Business with respect and the Purchased Assets relating to Products sold events or circumstances arising on or prior to the Closing Date; (dv) any Liability that arises, whether before, on or after, the Closing Date, out of, or in connection with, the Excluded Assets; (vi) (A) any and all Liabilities for (i) Transfer Taxes of Seller Parent as described in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable Liability with respect to the Acquired Assets or the operations or the income of the Business for any Pre-Closing Tax PeriodEnvironmental Liabilities, (B) any and all Liability with respect to any Release, act or omission, event or condition set forth on Schedule 3.21, and (C) any and all other Liabilities, under Environmental Laws, affecting or related in any way to any portion of, the Facilities, the Real Property or the Purchased Assets or any other property or assets related to or used by Seller, its Affiliates or any predecessor thereof in the Business, whether arising from Releases, acts or omissions or events or conditions in existence or occurring prior to, on or after the Closing Date or arising from Releases, acts or omissions of Seller, the Related Entities or any of their respective Affiliates, any respective predecessor thereof, or any of their respective employees, agents, representatives or contractors, including Liabilities related to any off-site transportation, treatment, storage or disposal of Hazardous Substances; (evii) any Liability in connection with any compensation or benefit obligation (including, without limitation, vacation pay, medical expenses, bonuses and all Liabilities agreements with respect to returns of Products sold split dollar life insurance) or other Liability relating to events or circumstances arising on or prior to the ClosingClosing Date, including all Liabilities for any credits, rebates, refunds under the WARN Act or other amounts payable local or state plant closing law, in respect connection with any Employee or any other employee, former employee or independent contractor of any such returned ProductSeller or the Related Entities; (fviii) all Liabilities of Sellers arising any Liability with respect to Employees or under this Agreement and the Ancillary Agreements or from the consummation of the Transactionswith respect to any Benefit Plan; (gix) all Liabilities arising out of any Liability in connection with any Proceeding that (1) on the Closing Date is in progress, pending or relating to threatened against or affecting Seller, the Retained Business; Purchased Assets, the Business or this Agreement, in each case at law or in equity, by or before any Governmental Authority or any other Person or (h2) except as provided arises prior to, on, or following the Closing Date against or affecting Seller, the Purchased Assets or the Business at law or in Section 2.3(j)equity, all Liabilities arising under by or before any agreements, Governmental Authority or other than any Business Contracts, to conduct clinical studies; (i) all Liabilities under any Business Contracts, including IP ContractsPerson, to the extent such Liabilities arise out of relating to the period on or relate to a breach or default thereunder by any Seller prior to the ClosingClosing Date; (jx) all Liabilities related the outstanding and unaccrued expenses and accounts payable of Seller at the Closing Date, including such liabilities attributable to the Business, except those expressly identified in Section 2.3(a); (xi) any Tax obligation of Seller to the extent that such obligation relates to any current Tax period or former employees portion thereof ending on or applicants prior to the Closing Date or any Tax obligation of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; andRelated Entities; (kxii) all any Liabilities related to any Business Benefit Planor Claims associated with that certain litigation entitied ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇ ▇.

Excluded Liabilities. Neither Notwithstanding anything in Section 2.2(a) or in any other provision of this Agreement or any document, certificate or instrument delivered pursuant to or in connection with this Agreement to the contrary, (i) Buyer nor is not assuming or agreeing to pay or discharge, (ii) Seller is retaining, and/or assuming and agreeing to pay and discharge when due, and (iii) the Company shall not have any Liability for, in each case as appropriate, any of the following Liabilities of Seller or its Affiliates shall assume, nor shall they be or become responsible for, any (all such Liabilities of the Business or of Sellers other than the Assumed Liabilities (collectively, being herein referred to as the “Excluded Liabilities”). Without limiting the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreement:): (ai) all Liabilities relating to other than as reflected in the conduct Final Closing Statement, any Indebtedness of Seller or any of its Affiliates (other than the Business prior to the Closing, except as specifically provided in Section 2.3(bCompany); (bii) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior Liability to the Closing Date extent relating to or otherwise to the extent arising out of under any Excluded Asset or the Retained Businesses, including any Tax Liability relating to the conduct transfer of any Excluded Assets out of the Business Company or assumption of any Excluded Liabilities by Seller or its Affiliates prior to the Closing; (ciii) all Liabilities involving any product recalls, adverse events Transaction Expenses incurred by Seller or similar events related any of its Affiliates (including the Company); (iv) except to the Business extent accruing following the Closing pursuant to agreements that remain outstanding pursuant to Section 5.11, any Liability of the Company for any intercompany accounts payable to Seller or any Affiliate of Seller (including trade accounts payable), or other loan, Contract or advance by Seller or its Affiliates to the Company; (v) any Liability associated with respect or arising under all of UPS qualified retirement plans, including the Teamsters/UPS National 401(k) Tax Deferred Savings Plan, the UPS Pension Plan, the UPS Retirement Plan, the UPS 401(k) Savings Plan and the UPS Retired Employees Health Care Plan, except to Products sold prior the extent such Liability under the UPS Pension Plan or UPS Retirement Plan relates solely to assets under such plans that may be rolled over by, and at the election of, any of the Transferred Employees in accordance with the applicable terms and condition of such plans to comparable plans of Buyer following the Closing Date; (dvi) those Liabilities that are the responsibility of Seller pursuant to Sections 5.23 and 5.24; and (vii) all Liabilities for (i) Transfer Taxes of Seller Parent as described in Section 8.1 and its Affiliates (iiexcluding the Company) Taxes (other than Transfer Taxes) attributable to the Acquired Assets or the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including and all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation Taxes of the Transactions; (g) 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 agreements, other than any Business Contracts, to conduct clinical studies; (i) all Liabilities under any Business Contracts, including IP Contracts, Company to the extent such Liabilities arise out of or relate to a breach or default thereunder by any Seller prior to the Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactionsindemnification obligations set forth in Section 8.1(d), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan.

Excluded Liabilities. Neither Notwithstanding anything to the contrary contained in this Agreement, the Buyer nor any of its Affiliates shall assumenot assume or be obligated (and Sellers and their Subsidiaries shall retain their respective obligations) to pay, nor shall they be perform or become responsible for, otherwise assume or discharge any Liabilities of the Business Sellers or any Subsidiary of Sellers other than Sellers, except for the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoingIn addition, the following Liabilities of the Sellers and their Affiliates shall constitute the be Excluded Liabilities notwithstanding any other provision of this AgreementLiabilities: (ai) all Liabilities of the Sellers and any of their respective Affiliates for (i) Taxes of or imposed on any of the Sellers or any of their respective Affiliates or (ii) Taxes attributable to the Assets relating to the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments any period or any other contingent payments to third parties in connection with portion of any period ending on or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (dii) any Liabilities (w) relating to indebtedness for borrowed money, (x) evidenced by bonds, debentures, notes or similar instruments, (y) relating to indebtedness of others guaranteed by any Seller and (z) in respect of letters of credit acceptance facilities, letters of guaranty or similar instruments, in each case, other than under the Contracts; (iii) any Liabilities of Sellers with respect to indemnification of any officer, director, employee or other agent or representative of any Seller either (i) to the extent not primarily relating to the Business or (ii) to the extent covered by Sellers’ insurance policies; (iv) all Liabilities for (i) Transfer Taxes of Seller Parent as described in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable relating to the Acquired Assets or the operations or the income of the Business for any Pre-Closing Tax PeriodLegal Actions set forth on Schedule 2.2(b)(iv); (ev) all Liabilities with respect to returns of Products sold prior to the Closingarising out of, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of or relating to any such returned Productof (x) the hiring, employment or termination of any Employee who is not a Transferred Employee, except as otherwise provided in Section 6.9(e), (y) any Benefit Plan, except as otherwise provided in Section 6.9, and (z) any Employment Agreement; (fvi) all Liabilities of Sellers arising relating to the termination payment pursuant to the Tempus Termination Agreement referred to in Section 3.16; (vii) all Liabilities under this Agreement and the Ancillary Agreements or from the consummation of the Transactions;Agreements; and (gviii) all Liabilities to the extent arising out of or relating to the Retained Business; (h) except as provided in Section 2.3(j), all Liabilities arising under any 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit PlanExcluded Asset.

Excluded Liabilities. Neither Buyer nor any of its Affiliates The following items shall assumenot be included in, nor shall they deemed to be or become fall into the definition of Assumed Liabilities, and the Seller shall be, and shall cause the Retained Entities to be, responsible for, any Liabilities for all of the Business or of Sellers other than Liabilities not hereby expressly assumed by the Assumed Liabilities Purchaser (collectively, the “Excluded Liabilities”). Without limiting , and neither the generality Purchaser nor any Target Entity shall assume, or in any way be liable or responsible for, any Liabilities of any member of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding Seller Group or any other provision of this AgreementPerson except for those Assumed Liabilities: (a) all Liabilities relating to the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) all Liabilities arising out of or relating to the Retained Excluded Assets, including all Liabilities arising out of or relating to the Transferred Excluded Contracts; (b) all Liabilities in respect of any Business Contracts to the extent arising prior to the Initial Closing and all Pre-Closing Breach Liabilities, except as otherwise agreed in Appendix C hereto; (c) any Liabilities of any member of the Seller Group arising out of or relating to the negotiation, preparation, investigation and performance of this Agreement or the agreements delivered or to be delivered by the Seller or its Affiliates as part of the Transactions; (d) any Liabilities of any member of the Seller Group in respect of Proceedings pending or known to be threatened prior to the Initial Closing Date, except as otherwise agreed in Appendix C hereto; (e) any Liabilities arising out of or resulting from the Reorganization, including any Liabilities related to the bankruptcy proceedings of Judian and unpaid capital contribution obligations with respect to Jingju; (f) all Tax Liabilities with respect to the Business, the Target Shares and Assets, any Target Entity or the Assumed Liabilities for any period (or portion thereof) ending on or prior to and including the Initial Closing Date; (g) all Excluded Employee Liabilities; (h) except all non-current liabilities as provided recorded in Section 2.3(j), all Liabilities arising under any agreements, other than any Business Contracts, to conduct clinical studies;the Financial Statements; and (i) all any Indebtedness or 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit PlanSeller Group that are not Assumed Liabilities.

Excluded Liabilities. Neither Notwithstanding the provisions of Section 2.3 or any other provision in this Agreement to the contrary, Buyer nor any of its Affiliates shall assumenot assume and shall not be responsible to pay, nor shall they be perform or become responsible for, discharge any Liabilities of the Business Sellers or any of Sellers their respective Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding shall include, but not be limited to, the following: 2.4.1. any other provision Liabilities of Sellers arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement: (a) all Liabilities relating to , the conduct other Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of the Business prior to the Closingcounsel, except as specifically provided in Section 2.3(b)accountants, consultants, advisers and others; 2.4.2. any Liability for (bi) all Liabilities to make royalty, milestone or deferred payments Taxes of Sellers (or any other contingent payments to third parties in connection with stockholder or arising from the Products sold prior to the Closing Date or otherwise arising out Affiliate of Sellers) or relating to the conduct of Business, the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities for (i) Transfer Taxes of Seller Parent as described in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable to the Acquired Purchased Assets or the operations or the income of the Business Assumed Liabilities for any Pre-Closing Tax Period; or (ii) Taxes that are the responsibility of Sellers pursuant to Section 6.7; (e) all 2.4.3. any Liabilities with respect relating to returns or arising out of Products sold prior to the Closing, including all Excluded Assets; 2.4.4. any Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers pending or threatened Action arising under this Agreement and the Ancillary Agreements out of, relating to or from the consummation otherwise in respect of the Transactions; (g) all Liabilities arising out operation of the Business or relating to use of the Retained Business; (h) except as provided in Section 2.3(j)Purchased Assets, all Liabilities arising under any agreements, other than any or a product produced by the Business Contracts, to conduct clinical studies; (i) all Liabilities under any Business Contracts, including IP Contractsor by using the Purchased Assets, to the extent such Liabilities arise out of Action (and the Liability thereof) relates to such operation, product or relate to a breach use on or default thereunder by any Seller prior to the ClosingClosing Date, including any Liabilities arising from any Actions involving [***] except as set forth in Section 2.3(iv); (j) all 2.4.5. any Liabilities related associated with debt, loans or credit facilities of Sellers and/or the Business owing to financial institutions; and 2.4.6. any current Liabilities arising out of, in respect of or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation failure by Sellers or any of the Transactions), except for Liabilities arising following the Closing in connection their respective Affiliates to comply with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit PlanLaw or Governmental Order.

Excluded Liabilities. Neither Buyer nor any of its Affiliates shall It is understood and agreed that Purchaser will not assume, nor shall they be and Seller will retain and discharge, when due or become responsible forotherwise satisfy following the Closing, any Liabilities of the Business or of Sellers any Seller Party other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the following shall constitute the The Excluded Liabilities notwithstanding any other provision of this Agreementinclude: (a) all Liabilities relating to the conduct in respect of any of the Business prior to the Closing, except as specifically provided in Section 2.3(b)Excluded Assets; (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct any Proceeding and any settlements thereof or related to any violation by any Seller Party or Affiliate thereof of the Business prior to the ClosingLaws; (c) all Liabilities involving relating to indebtedness for borrowed money; (d) Liabilities relating to Taxes for any product recallsSeller Party, adverse events including any liability for Taxes of a third Person for which any Seller Party may be liable; (e) any Liability of any Seller Party to indemnify or similar events guaranty the Liability of any Person, except for such indemnifications and guaranties that are included in Assumed Seller Contracts and that related to acts or omissions occurring after the Business Effective Time; (f) Liabilities relating to any Permit retained by a Seller Party; (g) any undisclosed Liability of a Seller Party; (h) Liabilities incurred by a Seller Party other than in the Ordinary Course of Business; (i) any Liability of a Seller Party incurred under this Agreement or any Seller Document; (j) any Liability relating to employment matters or Benefit Plans; (k) any Liability for a refund to any customer, distributor, partner or other Person that relates to payments received under an agreement with respect to Products sold prior to any such Person by a Seller Party before the Closing Date; (dl) all Liabilities for (i) Transfer Taxes of Seller Parent as described in Section 8.1 and (ii) Taxes (any other than Transfer Taxes) attributable to the Acquired Assets or the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit PlanLiability that is not an Assumed Liability.

Excluded Liabilities. Neither Buyer nor (a) Notwithstanding anything to the contrary set forth in this Agreement, following the Closing, New Packaging shall indemnify and hold harmless Purchaser and Purchaser Parent and the Companies (each, a “Purchaser Indemnified Party”) from and against all Liabilities (including those arising under any Environmental Law), including costs and expenses (including reasonable attorneys’ fees and expenses), incurred by, imposed upon or asserted against any Purchaser Indemnified Party with respect to or related to any of its Affiliates shall assume, nor shall they be or become responsible for, any the following Liabilities of any member of Seller’s Group, the Business Companies (excluding with respect to clause (i) or clause (iii) to the extent arising out of Sellers other than action of the Assumed Liabilities Companies from and after the Closing) or any predecessor of the foregoing or any of their respective businesses (collectively, the “Excluded Liabilities”). Without limiting the generality ): (i) any Liability that is not exclusively related to or arising out of the foregoingSolar Business, including any Liability related to or arising out of the operation, use or activity of, or any asset or liability of, the following Packaging Business (including as conducted by any predecessor), any discontinued operation or any other business, or activity or operation (in each case other than the Solar Business) or any Liability under the EPP Transfer (including funding security to any creditors of EPP GmbH in connection with the termination of the EPP Profit Transfer Agreement) (excluding any Liability of Target to indemnify New Packaging under Section 5 of the agreement for the EPP Share Transfer), provided that if any such Liability is partly related to or arising out of the Solar Business, Seller shall constitute only be obliged to indemnify the Excluded Liabilities notwithstanding Purchaser Indemnified Party in accordance with this paragraph (i) on a pro-rata-basis in proportion to such percentage as represents that portion of the relevant Liability (measured by its face value) which is not related to or arising out of the Solar Business; (ii) any Liability related to or arising out of any facts, circumstances or activity existing, caused or occurring prior to the date of the closing of the transactions contemplated by that certain agreement, dated as of 24 May 2002, between BP Chemicals PlasTec GmbH, BP America Chemicals Company, BXL Plastics Limited, Etimex Technical Component GmbH, Etimex Primary Packaging GmbH, 3D Blowtech Corp. and BP International Limited; and (iii) any Liability related to or arising out of any facility or real property other than the Current Properties, including (A) any and all facilities or real property (other than the Current Properties) currently or formerly owned, operated, leased or occupied by any of the Companies, Seller or their respective Affiliates or predecessors, and (B) the transportation, treatment, storage or disposal of any hazardous materials or the arrangement for such activities at, to or from any site (other than their presence at the Current Properties) by, on behalf of, or in connection with any of the Companies, Seller or their respective Affiliates or predecessors and other than related to the Solar Business. (b) For avoidance of doubt, no Purchaser Indemnified Party shall be entitled to recover more than once for the same Liability for which indemnity is received under any other provision of this Agreement: (a) all Liabilities relating to the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the Closing;9. (c) all Liabilities involving Subject to this Section 9.7, nothing in this Agreement shall exclude the rights of any product recalls, adverse events Person under or similar events related to in connection with the Business with respect to Products sold prior to the Closing Date;Spin-Off Agreement. (d) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising Any claims under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; Section shall become time-barred three (g3) 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 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 years after Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan.

Excluded Liabilities. Neither Buyer Notwithstanding any other provision in this Agreement to the contrary, neither ▇▇▇▇▇▇ nor any of its Affiliates affiliates shall assumeassume or be responsible to pay, nor shall they be perform or become responsible for, any Liabilities of discharge the Business or of Sellers other than the Assumed following Liabilities (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:"): (a) all any Liabilities relating to of Primero arising or incurred in connection with the conduct negotiation, preparation, investigation and performance of the Business prior to the ClosingTransaction Documents, except as specifically provided in Section 2.3(b)including fees and expenses of counsel, accountants, consultants, advisers and others; (b) all Liabilities to make royalty, milestone or deferred payments any Liability for: (i) corporate income Taxes of Primero (or any other contingent payments to third parties in connection with affiliate of Primero); or arising from the Products sold prior to (ii) Taxes that arise out of the Closing Date that are the responsibility of Primero under applicable Law, except as otherwise set forth in this Agreement; (c) any Liabilities relating to or otherwise arising out of the Excluded Assets; (d) any Liabilities in respect of any pending or threatened Action arising out of, relating to the conduct or otherwise in respect of the Business acquisition, ownership or operation of the Purchased Assets to the extent such Action relates to such acquisition, ownership or operation on or prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax Period; (e) all any Liabilities of Primero arising under or in connection with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned ProductPrimero Benefit Plans; (f) all any Environmental Liabilities of Sellers arising under this Agreement and relating to the Ancillary Agreements or from Purchased Assets, but only to the consummation of the Transactions; (g) all Liabilities extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Retained BusinessClosing Time (other than with respect to Reclamation obligations relating to the Purchased Assets); (g) any Liabilities of Primero or its affiliates not relating to the Purchased Assets; (h) except as provided in Section 2.3(jany Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, retiree, employee, independent contractor or consultant of Primero existing on or prior to the Closing Time (including with respect to any breach of fiduciary obligations by any of such Persons), all Liabilities arising under except for any agreements, other than indemnification of any Business Contracts, Primero Indemnitees pursuant to conduct clinical studiesArticle 9; (i) all Employee Obligations due or accruing due prior to the Adjustment Date that are not included in the Statement of Adjustments and all Primero Severance Obligations; (j) any Liabilities under any Business Contracts, including IP Contracts, : (i) which are not capable of being assigned to ▇▇▇▇▇▇ for any reason; or (ii) to the extent such Liabilities arise out of or relate to a breach or default thereunder by any Seller Primero of such Contracts prior to the ClosingClosing Time; (jk) all Liabilities related any fees, expenses or other payments incurred or owed by or on behalf of Primero or any of its affiliates to any current brokers, financial advisors or former employees comparable other Persons; (l) any Liabilities associated with debt, loans or applicants credit facilities of Primero owing to any Seller Person; and (including m) any severance Liabilities arising out of, in respect of or other amounts payable to such employees in connection with the consummation failure by Primero or any of its affiliates to comply with any Law, including any Environmental Law, or Governmental Order. For greater certainty, any and all Liabilities that arise after the Transactions)Adjustment Date that are not set forth in the preceding clauses (a) through (m) shall not be Excluded Liabilities, except for and shall be Liabilities arising following of ▇▇▇▇▇▇ after the Closing Time. Primero shall, and shall cause each of its affiliates to, pay and satisfy in connection with Buyer’s employment of Transferred Employees; and (k) due course all Excluded Liabilities related that Primero and its affiliates are obligated to any Business Benefit Planpay and satisfy.

Excluded Liabilities. Neither Notwithstanding any provision in this Agreement to the contrary, Buyer nor any of its Affiliates shall assume, nor shall they be or become responsible for, any Liabilities of the Business or of Sellers other than is assuming only the Assumed Liabilities and, subject to Section 2.03 in all respects, is not assuming any other Liability of Seller or its Subsidiaries (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreementinclude the following: (a) all Liabilities relating to the conduct of the Business prior extent related to the Closing, except as specifically provided Excluded Assets (including intercompany arrangements referenced in Section 2.3(b2.02(k)); (b) all Liabilities to make royalty, milestone or deferred payments that arise out of Seller’s (or any other contingent payments to third parties in connection with of its Subsidiaries’) ownership or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct operation of the Purchased Assets and the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events and related to the Business with respect to Products sold prior to the Closing Date; (dperiods) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) all Liabilities arising out of or any Proceeding relating to the Retained Business; (h) except as provided Purchased Assets, in Section 2.3(j), all Liabilities arising under any agreements, other than any Business Contracts, each case to conduct clinical studiesthe extent thereof; (i) all Liabilities under any Business Contracts, including IP Contracts, for Pre-Closing Excluded Taxes (whether or not constituting a Permitted Lien) and (ii) all Liabilities for Taxes for which Seller is liable pursuant to the extent such Liabilities arise out of or relate to a breach or default thereunder by any Seller prior to the ClosingSection 5.09(b) and 5.09(c); (jd) all Liabilities related relating to employee benefits, compensation or other arrangements, whether prior to or following the Closing, with respect to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation employee of the Transactions)Business, except for Seller or its Subsidiaries who does not become a Transferred Employee; (e) all Liabilities arising following of Seller or any of its Subsidiaries under or directly related to any Environmental Law or Environmental Permit applicable to the Business prior to the Closing in connection with Buyer’s employment of Transferred Employeesor the Business Real Properties; and (kf) all any Pre-Migration Job Seeker Data, other than Buyer’s Liabilities in connection with Pre-Migration Job Seeker Data as set forth in the Transition Services Agreement (or the Vendor Master Terms and Conditions and related to any Business Benefit Planstatement of work attached thereto).

Excluded Liabilities. Neither Buyer nor any of its Affiliates Except for the Assumed Liabilities, the Purchaser shall not assume, nor and shall they be have no liability or become responsible for, obligation for any other Liabilities of the Sellers including, without limitation (except to the extent included in the Assumed Liabilities) any Liability arising out of, or related to, any (i) employee of the Sellers (other than pursuant to Section 2.3(a)(iv) above), including any Liability with respect to any key employee retention plans; (ii) any severance payable to any employee of the Business (other than any such person who accepts employment with the Purchaser); (iii) any costs or expenses incurred in connection with, or related to, the administration of the Bankruptcy Case, including without limitation, any accrued professional fees and expenses of the Sellers’ attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (iv) Liabilities arising under any and all Contracts of the Sellers which are not Assigned Contracts; (v) Liabilities to the extent relating to the Excluded Assets; (vi) except as set forth in Section 2.3, Liabilities for any capital leases or indebtedness for borrowed money of any kind or nature; (vii) any royalties related to any period of time prior to the Petition Date; (viii) any income Taxes of any kind or nature; (ix) intercompany payables, intercompany loans or other intercompany liabilities of any kind or nature; (x) any pre-Closing litigation, claim or assessment, breach of contract, breach of warranty, tort, infringement, violation of law or environmental matters arising from circumstances or events prior to the Closing Date, in each case, of any kind or nature and whether related to the Business or otherwise and regardless of when commenced; or (xi) any Liabilities arising out of or related to any outstanding checks or other cash payments (whether paid by check, wire transfer or otherwise) issued, made or drawn on any bank or other deposit accounts of the Sellers other than the Assumed at any time, including any Liabilities with respect to cash overdrafts on such accounts (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: (a) all Liabilities relating to the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities 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 the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 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 Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan.

Excluded Liabilities. Neither Except as expressly provided in Section 1.4, Buyer nor any and IP Buyer assume no liabilities or obligations relating to the Business, the Assets or Eagle. All such liabilities and obligations, including, without limitation, the following liabilities are, and shall remain, the liabilities and obligations of its Affiliates shall assume, nor shall they be or become responsible for, any Liabilities of the Business or of Sellers other than the Assumed Liabilities Eagle (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:"): (a) all Liabilities relating to the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise obligations and liabilities arising out of or relating to the conduct Excluded Assets; (b) all debts, liabilities or obligations of the Business prior Eagle that do not arise out of or are not related to the ClosingBusiness; (c) except as specifically set forth in Sections 1.4(g), 1.4(h), 1.4(i), 1.4(j) and 1.5(e), all trade and drafts payable of Eagle ("Trade Payables"); (d) except as provided in Section 2.2(e), all liabilities for (i) coupons dropped on or before the Closing Date (regardless of when such coupon is or was redeemed), and (ii) inventory returns received for products sold prior to the Closing Date and (iii) inventory reclamation costs for products of the Business returned to reclamation centers on or after the Closing Date to a maximum of Seventy-Five Thousand Dollar ($75,000); (e) all liabilities related to (i) income Taxes of Eagle, (ii) except as provided in Section 11.3 hereof, Taxes attributed to the transfer of the Assets or the assumption of the Assumed Liabilities involving any product recallspursuant to this Agreement, adverse events or similar events (iii) all other Taxes related to the Business with respect attributable to Products sold periods or portions thereof ending on or prior to the Closing Date and (iv) Taxes of any other person pursuant to an agreement or otherwise; (f) all liabilities or obligations of Eagle and Holdings to their stockholders; (g) all liabilities for commissions and sales incentives payable to brokers based on sales earned prior to the Closing Date; (dh) all Liabilities for any indebtedness (iwhether current or long term) Transfer Taxes of Seller Parent as described in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable to the Acquired Assets Eagle or the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) 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 agreements, other than any Business Contracts, to conduct clinical studies; (i) all Liabilities under any Business Contractsother obligations and liabilities for which Eagle has expressly assumed responsibility pursuant to this Agreement, including IP Contractswithout limitation, the obligations and liabilities assumed by Eagle pursuant to the extent such Liabilities arise out of or relate to a breach or default thereunder by any Seller prior to the Closing;Section 5.7; and (j) all Liabilities related to any current obligations and liabilities of Eagle or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit PlanHoldings set forth on Schedule 1.5.

Excluded Liabilities. Neither It is expressly agreed that GII will retain and Buyer nor shall not assume any of its Affiliates shall assumeliabilities not specifically assumed pursuant to Section 2.3, nor shall they be or become responsible for, any Liabilities of including but not limited to the Business or of Sellers other than following liabilities (the Assumed Liabilities (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:"): (a) all Liabilities relating to the conduct of the Business prior to the Closing, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise obligations and liabilities arising out of or relating to the conduct Excluded Assets; (b) all obligations and liabilities of GII, whether accrued, absolute, fixed, contingent or otherwise, relating to any litigation, claim, suit, action, proceeding, investigation or any other matter arising from the Business publishing of any material prior to the ClosingClosing Date or any events occurring before the Closing Date that give rise to obligations or liability on the part of GII, except for up to $500,000 of aggregate GCC and/or GII liability in accordance with, and subject to, the indemnity provisions set forth in Section 7.2(iii); (c) all Liabilities involving any product recallsdebts, adverse events liabilities or similar events obligations of GII that do not arise out of or are not related to the Business and all Retained Benefits Liabilities (as defined in Section 6.4(b)(ii)); (d) all obligations and liabilities of GII retained pursuant to Section 6.3 hereof; (e) except as provided in Section 8.6, all obligations and liabilities of GII for Taxes, including, without limitation, (i) any Tax liability of GII relating to, pertaining to, imposed on, or arising out of the Business or the Assets with respect to Products sold periods or portions thereof ending prior to the Closing Date and (ii) any Tax liability of GII arising in connection with the transactions contemplated hereby and under any agreements entered into in connection herewith; (f) all obligations and liabilities under any bond, note, debenture or similar instrument or other security or any other indebtedness for borrowed money of GII; (g) all obligations and liabilities arising out of the conduct of operations of GII after the Closing Date; (dh) all Liabilities for obligations and liabilities of GII, whether accrued, absolute, fixed, contingent, or otherwise, under any applicable Environmental Law (i) Transfer Taxes of Seller Parent as described defined in Section 8.1 and (ii4.18 below) Taxes (other than Transfer Taxes) attributable to the Acquired Assets or the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns any Materials of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; Environmental Concern (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (g) all Liabilities arising out of or relating to the Retained Business; (h) except as provided defined in Section 2.3(j4.18 below), all Liabilities arising under any agreements, other than any Business Contracts, to conduct clinical studies; (i) all Liabilities under agreements and arrangements between GII and any Business Contracts, including IP Contracts, to affiliate of any of the extent such Liabilities arise out of or relate to a breach or default thereunder by any Seller prior to the ClosingSellers other than those set forth on Schedule 2.4(i); (j) all Liabilities related to any current or former employees or applicants obligations and liabilities arising out of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactionsthose liabilities specifically set forth on Schedule 2.4(j), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related any other obligations and liabilities not expressly assumed by Buyer pursuant to any Business Benefit Planthis Agreement.

Excluded Liabilities. Neither Notwithstanding any provision of this Agreement or any Collateral Agreement and regardless of any disclosure to the Buyer, except as set forth in Section 1.3, the Buyer nor any of its Affiliates shall assume, nor shall they be or become responsible for, any Liabilities not assume and the Seller and Subsidiaries of the Seller shall retain all liabilities, obligations or commitments of the Seller and the Subsidiaries of the Seller, whether contingent or material, known or unknown, and whether relating to or arising out of the operation of the PFI Business or of Sellers other than the Assumed Liabilities Acquired Assets prior to the Closing (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:including (but not limited to): (a) any and all Liabilities relating to non-ordinary course accounts payable of the Seller on the Closing Date arising out of the operation and conduct of the PFI Business prior to or on the Closing, except as specifically provided in Section 2.3(b); (b) any and all Liabilities to make royalty, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise Taxes arising out of or of, relating to the conduct or in respect of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect to Products sold prior to the Closing Date; (d) all Liabilities 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 the operations or the income of the PFI Business for any Pre-Closing Tax Period; (c) any and all liabilities, obligations and commitments of the Seller associated with any leased real or personal property (other than property that is the subject of any Acquired Contract); (d) any and all liabilities, obligations and commitments of the Seller relating to or arising out of the Excluded Assets; (e) any and all Liabilities liabilities, obligations and commitments of the Seller with respect to returns environmental conditions, the presence or release of Products sold Hazardous Substances and violations of Environmental Laws, existing or occurring on or prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product;. (f) any and all Liabilities liabilities, obligations and commitments of Sellers the Seller with respect to current or former Employees and their dependents and beneficiaries including, but not limited to, arising under this Agreement and the Ancillary Agreements any collective bargaining agreement, Employee Benefit Plan, COBRA or from the consummation of the TransactionsWARN; (g) any and all Liabilities liabilities, obligations and commitments of the Seller or its Affiliates relating to or arising out of (i) any third-party debt (other than trade accounts payable assumed under Section 1.3) incurred or relating to owed by the Retained BusinessSeller or any Affiliate of the Seller or (ii) any intercompany debt incurred or owed by the Seller or any Affiliate of the Seller; (h) except as provided in Section 2.3(j)any and all costs, all Liabilities arising under any agreementsliabilities, other than any Business Contractsobligations and commitments associated with the closing of the Seller’s business, including but not limited to conduct clinical studies;the closing of the Edison Facility; and (i) any and all Liabilities under any Business Contractsaccrued expenses, including IP Contracts, but not limited to the extent such Liabilities arise out of or relate to a breach or default thereunder by any Seller prior to the Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts commissions payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Planand negative cash.

Excluded Liabilities. Neither Notwithstanding anything in this Agreement -------------------- to the contrary, the Buyer nor any of its Affiliates shall not assume, nor and shall they not be or become responsible fordeemed to have assumed, any Liabilities liability or obligation of the Business Sellers, related to or arising out of Sellers other than the Assumed Liabilities following unassumed liabilities and obligations (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:"): -------------------- (a) all Liabilities relating to the conduct any liabilities or obligations of the Business prior to the Closing, except as specifically provided in Section 2.3(b)Sellers for indebtedness for borrowed money; (b) all Liabilities to make royaltyany liabilities of any Seller for any federal, milestone state or deferred payments or local income tax of any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the ClosingSeller; (c) all Liabilities involving any product recalls, adverse events liability of any Seller for workmen's compensation claims relating to injuries which occurred on or similar events related to the Business with respect to Products sold prior to before the Closing Date; (d) all Liabilities for (iany liabilities or obligations under any Employee Benefit Plan listed on Schedule 2.2(d) Transfer Taxes of Seller Parent as described in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable to the Acquired Assets or the operations or the income of the Business for any Pre-Closing Tax Period;Disclosure Schedules; --------------- (e) all Liabilities with respect any liabilities or obligations of Sellers relating to returns ▇▇▇▇▇▇▇ Mfg. Corp. being named as a potentially responsible party for the release of Products sold prior to hazardous substances from the Closing▇▇▇▇▇ & ▇▇▇▇▇▇ landfill site located in the City of Wausau, including all Liabilities for any creditsMarathon County, rebates, refunds or other amounts payable in respect of any such returned ProductWI; (f) except as otherwise provided in this Agreement, all Liabilities liabilities or obligations of Sellers arising under for expenses (including fees and disbursements of counsel, independent public accountants and investment bankers for Sellers) incurred by Sellers in connection with the purchase transaction described in this Agreement and the Ancillary Agreements or from the consummation of the TransactionsAgreement; (g) all Liabilities arising out any intercompany obligations of or relating the Business to Affiliates of the Retained Business;Sellers; and (h) except as provided in Section 2.3(j), all Liabilities any other liabilities or obligations of the Sellers not related to or arising under any 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 the Business or relate to a breach or default thereunder by any Seller prior to the Closing; (j) all Liabilities related to any current or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit PlanAcquired Assets.

Excluded Liabilities. Neither Buyer nor The Acquiror is not assuming (directly or indirectly by merger, entity acquisition or acquisition of shares) or agreeing to pay or discharge any of its Affiliates shall assume, nor shall they be or become responsible for, any Liabilities of the Business or of Sellers other than the Assumed following Liabilities (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: (ai) any Indebtedness; (ii) all control group or similar Liabilities except to the extent such Liabilities are Related to the Business; (iii) any Liability set forth in Section 2.02(d)(iii) of the Disclosure Schedule; (iv) any Liability associated with any Excluded Asset; (v) any Taxes for which GE is responsible pursuant to the Tax Matters Agreement; (vi) all Liabilities relating to the conduct of the Business prior to the Closingresulting from, except as specifically provided in Section 2.3(b); (b) all Liabilities to make royaltyarising out of, milestone or deferred payments or any other contingent payments to third parties in connection with or arising from the Products sold prior to the Closing Date or otherwise arising out of or relating to the conduct of the Business prior to the Closing; (c) all Liabilities involving any product recalls, adverse events or similar events related to the Business with respect any businesses or operations (or assets related to Products sold such businesses or operations) divested, sold, disposed of, or discontinued by GE prior to the Closing Date; (dvii) all Liabilities (whether accruing before, on or after the Closing Date) relating in any way to (a) the environment, natural resources or human health and safety with respect to any real property formerly owned, leased or occupied in connection with the Business (“Former Properties”), including all Liabilities relating in any way to Hazardous Materials present or Released to, on, under, at or emanating from any Former Property or any real property to which waste from any Former Property was transported for treatment, storage, handling or disposal by or on behalf of the Sellers, the Business Subsidiaries, the Business or any predecessors thereof, (ib) Transfer Taxes Hazardous Materials present or Released to, on, under, at or emanating from any real property to which waste from any Real Property was transported for treatment, storage, handling or disposal prior to the Closing by or on behalf of Seller Parent the Sellers, the Business Subsidiaries, the Business or any predecessors thereof, and (c) the existing lawsuits filed or written claims made against the Business (as described in Section 8.1 2.02(d) of the Disclosure Schedule) and any lawsuits filed or written claims made against the Business or its owners or their respective Affiliates within three years following the Closing Date, in each case, relating to the exposure of any person to Hazardous Materials prior to the Closing Date (i) with respect to any Real Property or Former Property, or (ii) Taxes with respect to any product manufactured, processed, sold, or distributed by the Sellers, the Business Subsidiaries (other than Transfer Taxesor any predecessors thereof) attributable to or in connection with the Acquired Assets Business or the operations or the income of the Business for any Pre-Closing Tax PeriodSubsidiaries; (eviii) all Liabilities with respect any Liability arising out of, or related to, the Business Employees and the Employee Plans that is not expressly assumed by the Acquiror pursuant to returns of Products sold prior Exhibit C hereof, and any other Liability expressly excluded pursuant to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned ProductExhibit C hereof; (f) all Liabilities of Sellers arising under this Agreement and the Ancillary Agreements or from the consummation of the Transactions; (gix) all Liabilities arising out of of, resulting from or relating related to the Retained Business; (h) except as provided in Section 2.3(j)manufacture, all Liabilities arising under any agreementssale, 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 distribution and processing of or relate to a breach or default thereunder by any Seller asbestos-containing products prior to the Closing; Closing Date by the Sellers, the Business Subsidiaries (j) all Liabilities related to or any current predecessors thereof), or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation Business or the Business Subsidiaries; (x) any Liabilities of GETOS Singapore or the Transactions), except for Liabilities arising following the Closing in connection with Buyer’s employment of Transferred EmployeesASM JV; and (kxi) all Liabilities related Liabilities, whether accruing before, on or after the Closing Date, not Related to the Business, it being understood that this clause (xi) is not intended to and shall not override any Business Benefit Planof clauses (i) through (vii) of Section 2.02(c).