Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Other than the Assumed Liabilities, Buyer is not assuming, and will not be liable for, any liability or obligation of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date (such liabilities other than the Assumed Liabilities, the “Excluded Liabilities”), including, without limitation: (a) any liabilities of Seller or any of its Affiliates (i) relating to any of the Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Date; (d) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing Date.

Excluded Liabilities. Other than Except as expressly assumed pursuant to Section 1.3, the Assumed Liabilities, Buyer is not assuming, assuming and will shall not be liable for, have any liability or obligation whatsoever for any Liabilities of the Company or any nature of Sellerits predecessors or Affiliates whatsoever, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether not arising out of acts the ownership or occurrences beforeoperation of the Business or the Acquired Assets, on or after all of which will be retained and satisfied when due by the Closing Date Company (such liabilities other than the Assumed Liabilities, the “Excluded Liabilities”). Without limiting the generality of the foregoing, includingthe Buyer shall not assume or be deemed to assume any of the following Liabilities, without limitationall of which shall constitute Excluded Liabilities: (a) any liabilities of Seller Liabilities arising under or any of its Affiliates (i) relating to any of written or oral Contract to which the Excluded AssetsCompany or its assets or properties are otherwise subject or bound, including any Removed Real Property, or (ii) other than Liabilities arising prior under the Assigned Contracts to the Closing (other than as set forth extent provided in Section 1.3(b), 1.3(f) or 1.3(h)1.3(a); (b) any litigation, arbitration, mediation and other claims Liabilities of the Company or demands any of its predecessors or Affiliates in respect of any nature involvingIndebtedness, related trade payables, accrued expenses or Company Transaction Expenses, except to or arising from any Removed Real Propertythe extent provided in Section 1.3(b); (c) all liabilities any Liabilities of the Company or any of its predecessors or Affiliates to any Affiliate or current or former member, option holder or holder of other equity interests of the Company or any of its predecessors or Affiliates; (d) any Liabilities of the Company or any of its predecessors or Affiliates for or in respect of Taxes, including any sales Taxes or Taxes resulting from or relating to the consummation of Seller for any Tax period the transactions contemplated hereby (including any liability for the Taxes that may become due as a result of any other Person under Treasury Regulations Section 1.1502-6 bulk sales or similar tax that may be assessed against the Company following the Closing); (e) any Liabilities of the Company to any present or former manager, member, officer, employee, consultant or independent contractor of the Company or any similar provision of its predecessors or Affiliates, or any of their respective spouses, children, other dependents or beneficiaries, including any and all Liabilities arising under any federal, state, local or foreign lawLaws or Orders (including those relating to employee health and safety), as a transferee or successor, by Contract ; (for the avoidance of doubt, excluding such Taxes attributable to f) any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership Liabilities of the Purchased Assets prior to Company or any of its predecessors or Affiliates for any Actions against the Company or any of its predecessors or Affiliates, including any Actions pending or threatened against the Company or any of its predecessors or Affiliates as of the Closing Date; (dg) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation Liabilities of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller Company or any of its agents predecessors or Representatives; (e) all Indebtedness Affiliates arising out of Seller; (f) all liabilities arising or resulting from and violation of or relating to non-compliance with any employeesfederal, employee-related state, local or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliatesforeign Laws or Orders; (h) all liabilities and obligations under any Liabilities of the Other ContractsCompany or any of its predecessors or Affiliates arising out of, relating to or resulting from any obligation to indemnify any Person (other than pursuant to an Assigned Contract to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior assumed pursuant to the Closing DateSection 1.3(a)); (i) Seller’s agreement to pay directly, any Liabilities of the Company arising under this Agreement or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to any of the extent expressly contemplated in this AgreementRelated Agreements; (j) all trade accounts payable and other operating liabilities any Liabilities resulting from or relating to products sold or services performed by the Company or any of Sellerits predecessors or Affiliates, to the extent accruing including any warranty Liabilities; (k) any Liabilities relating to, based in whole or in substantial part on events or conditions occurring or existing in connection with, or arising out of, the shutdown prior to the Closing Date of any of the operations and not included as liabilities assumed facilities utilized by Buyer on the Company in connection with the Business, including any action prior to the Closing Statementthat could be construed as a “plant closing” or “mass layoff,” as those terms are defined in WARN, or any “employment loss,” as defined in WARN, that any Company Employee may suffer or may be deemed to suffer prior to the Closing; (l) any Liabilities of the Company or any of its predecessors or Affiliates based upon such Person’s acts or omissions occurring after the Closing; (m) any Liabilities arising under or with respect to any Employee Benefit Plan or any benefit, tax or compensation Liability of any ERISA Affiliate; (n) any Liabilities of the Company arising in connection with or in any way relating to any property now or previously owned, leased or operated by the Company, its predecessors or Affiliates, or any activities or operations occurring or conducted at any real property now or previously owned, operated or leased by the Company, its predecessors or Affiliates (including offsite disposal), including any Liabilities which arise under or relate to any Environmental Laws; (o) any other Liabilities attributable in any manner to the Excluded Assets; and (kp) all liabilities and obligations arising pursuant any Liabilities set forth on Schedule 1.4(p) attached hereto. The disclosure of any obligation or Liability on any schedule to Environmental Laws relating to any Owned Real Propertythis Agreement shall not create an Assumed Liability or other Liability of the Buyer, to except where such disclosed obligation has been expressly assumed by the extent accruing or arising prior to the Closing DateBuyer as an Assumed Liability in accordance with provisions of Section 1.3 hereof.

Excluded Liabilities. Other than the Assumed Liabilities, Buyer is Purchaser shall not assuming, assume and will shall not be liable forresponsible to pay, perform or discharge any liability of the following Liabilities or obligation obligations of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date Seller (such liabilities other than the Assumed Liabilitiescollectively, the “Excluded Liabilities”): (i) Liabilities relating to or arising out of the ownership or leasing of the Purchased Property prior to the Closing Date; (ii) any liability arising out of any Action pending as of the Closing Date; (iii) Liabilities for Taxes relating to or arising out of the Focus Factor Business accruing prior to the Closing Date (including, without limitation, accrued sales taxes); (iv) liabilities for Taxes of the Seller, whether or not relating to or arising out of the Focus Factor business and whether or not incurred prior to the Closing date, including, without limitation: , any Taxes payable by the Seller resulting from payments made pursuant to this Agreement; (av) any liabilities of Seller or any of its Affiliates (i) relating to any of the Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability for the deferred Taxes of any nature; (vi) one-half of the Transfer Taxes, if applicable; (vii) any liability of Seller having to do with a business other Person under Treasury Regulations Section 1.1502-6 than the Focus Factor Business; (viii) any liability with respect to any Employee or former employee of Seller, or any similar provision of state, local or foreign law), as a transferee or successor, consultant retained by Contract Seller; (for the avoidance of doubt, excluding such Taxes attributable ix) any liability to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes Governmental entity arising out of or resulting from Seller’s operations compliance or ownership noncompliance with any law, regulation, order, injunction, judgment, decree, ruling, assessment or award (an “Order”) of any Government entity (i.e., the Purchased Assets prior to liability is imposed by the Closing Date; Government entity); (dx) all costs and expenses incurred by any liability of Seller in connection with under this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder other document executed in connection with the origin, negotiation or execution transactions contemplated by this Agreement; and (xi) any liability of this Agreement or the other Transaction Documents or the consummation of the Transaction Seller based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) on Seller’s agreement to pay directly, actions or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to omissions occurring after the Closing Date.

Excluded Liabilities. Other than Notwithstanding anything in this Agreement to the contrary, Buyer (nor any of its Affiliates) shall not and does not assume, and shall be deemed not to have assumed and shall not be obligated to pay, perform, discharge or in any other manner be liable or responsible for any Liabilities of Sellers that are not Assumed Liabilities, Buyer is not assumingwhether existing on the Closing Date or arising thereafter, and will not be liable for, any liability including Liabilities relating to or obligation of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after any of the Closing Date following (such liabilities other than the Assumed Liabilitiescollectively, the “Excluded Liabilities”), including, without limitation:): (a) all costs and expenses incurred or to be incurred by Sellers in connection with this Agreement and the consummation of the Transactions; (b) all Liabilities (i) related to any liabilities current or former employee (including the Employees), candidate for employment, officer, director, consultant, or contractor of any Seller or of any Subsidiary or Affiliate of any Seller or (ii) arising under, in connection with or in any way relating to any Benefit Plan and any other compensation or benefit plans, programs, arrangements, or agreements of any kind (including all assets, trusts, insurance policies and administration service contracts related thereto) at any time maintained, sponsored, contributed to or required to be contributed to by any of Sellers, any of their Subsidiaries or Affiliates, or any ERISA Affiliate or under or with respect to which any Seller or any Subsidiary or Affiliate of any Seller has or has had any Liability, including on account of an ERISA Affiliate or on account of Buyer or any of its Affiliates (i) relating to any being deemed successor of the Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real PropertyBusiness; (c) except as provided under Section 2.2(d), all liabilities Liabilities arising out of, relating to or with respect to any and all Employees, and contractors of Sellers or any of their Subsidiaries or Affiliates arising at any time before Closing; (d) all Liabilities for any and all Taxes of Seller for any Tax period Sellers (including any liability Liability of Sellers for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign lawLaw), as a transferee or successor, by Contract (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or except for Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior for which Buyer is liable pursuant to the Closing Date; (d) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or RepresentativesSection 2.2; (e) all Indebtedness of Seller;Liabilities to any broker, finder or agent or similar intermediary for any broker’s fee, finders’ fee or similar fee or commission relating to the transactions contemplated by this Agreement for which any Seller or its Subsidiaries or Affiliates are responsible; and (f) all liabilities Liabilities related to the Acquired Assets or the Business arising from or relating related to any employeesEnvironmental, employee-related Health, and Safety Laws or employee benefit-related plans the presence of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller or release of, or exposure to, any Hazardous Substance at, on, under, or migrating to any of its Affiliates; (h) all liabilities and obligations under the Other ContractsAcquired Assets, to the extent accruing arising or arising out of attributable to any nonperformance period on or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directlyClosing; provided that in the event of any conflict between Section 2.2 and this Section 2.3, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing DateSection 2.3 will control.

Excluded Liabilities. Other than the Assumed LiabilitiesBuyer shall not assume or be obligated to pay, Buyer is not assuming, and will not be liable for, perform or otherwise discharge any liability or obligation of any nature of Seller, whether mature direct or unmatured, liquidated or unliquidated, fixed or contingentindirect, known or unknown, absolute or whether arising out of acts or occurrences beforecontingent, on or after the Closing Date (such liabilities other than the Assumed Liabilities, which are to be expressly assumed by Buyer pursuant to the Instrument of Assignment and Assumption (all such liabilities and obligations not being assumed herein, the “Excluded Liabilities”)) and, includingnotwithstanding anything to the contrary in Section 2.3, without limitationnone of the following shall be Assumed Liabilities for purposes of this Agreement: (a) any all liabilities in respect of Taxes for which Seller or any of its Affiliates (i) relating is liable pursuant to any of the Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h))8.3; (b) any litigation, arbitration, mediation payables and other claims liabilities or demands obligations of Seller with respect to the Business to any nature involving, related other business unit of Seller or any of Seller’s Affiliates (except to or arising from any Removed Real Propertythe extent individually identified and reflected as a current liability in the calculation of Valuation Date Working Capital); (c) all liabilities for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Date; (d) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, incident to its negotiation or execution and preparation of this Agreement and its performance and compliance with the agreements and conditions contained herein; (d) any liabilities or the other Transaction Documents or the consummation obligations in respect of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or RepresentativesExcluded Assets; (e) all Indebtedness any liabilities in respect of Sellerlawsuits, claims, suits, proceedings or investigations, regardless of when made or asserted, relating to, resulting from or arising out of the operation of the Business during the period prior to the Closing (including any of the foregoing relating to the failure or the alleged failure by Seller to comply with applicable Requirements of Laws or perform its obligations or otherwise comply with the terms of any Seller Agreement); (f) all liabilities arising and obligations resulting from or relating arising out of the operation of the Business on or prior to any employees, employee-related the Closing (except to the extent individually identified and reflected as a dollar amount in Valuation Date Working Capital or employee benefit-related plans of Sellerconstituting an Assumed Liability under Section 2.3(b)); (g) all intercompany accounts payable any liability under or with respect to any current or former compensation or employee benefit plan, policy, program, arrangement or agreement, including Seller Plans other than the Assumed Benefit Plans, or otherwise arising in respect connection with the employment or pay practices of the Purchased Assets that are owed by Seller to or any of its Affiliates; (h) all any liabilities or obligations relating to, in respect of, or that may become owed to, current or former employees of the Business, including accrued compensation and obligations under the Other Contractsworker’s compensation claims, relating to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates period prior to the Closing DateClosing, other than such liabilities or obligations relating to the Assumed Benefit Plans; (i) any liabilities or obligations relating to any current or former employees of the Seller or any of Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated Affiliates who do not become Transferred Employees in this Agreement;accordance with Section 8.4; or (j) any and all trade accounts payable and other operating liabilities Indebtedness of Seller or any Affiliate of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing Date.

Excluded Liabilities. Other than Notwithstanding the Assumed Liabilitiesprovisions of Section 1.3 or any other provision in this Agreement to the contrary, Buyer is Purchaser shall not assuming, assume and will shall not be liable forresponsible to pay, perform or discharge any liability obligations or obligation Liabilities of the Business, the Company or any of its Affiliates of any kind or nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date (such liabilities whatsoever other than the Assumed Liabilities, Liabilities (the “Excluded Liabilities”). Without limiting the generality of the foregoing, includingthe Excluded Liabilities shall include, without limitationbut not be limited to, the following: (a) any liabilities Liabilities of Seller arising or any incurred in connection with the negotiation, preparation, investigation and performance of its Affiliates (i) relating to any this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of the Excluded Assetscounsel, including any Removed Real Propertyaccountants, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b)consultants, 1.3(f) or 1.3(h))advisers and others; (b) any litigationLiability for (i) Taxes of Seller (or any stockholder or Affiliate of Seller) or relating to the Business, arbitrationthe Transferred Assets or the Assumed Liabilities for any period prior to Closing Date; (ii) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Seller pursuant to Sections 4.6, mediation 4.7 and 4.9; or (iii) other claims Taxes of Seller (or demands any stockholder or Affiliate of Seller) of any nature involving, related to kind or arising from description (including any Removed Real PropertyLiability for Taxes of Seller (or any stockholder 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 Law); (c) all liabilities for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred Liabilities relating to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations the Excluded Assets (including under any Contracts, commitments or ownership understandings related thereto); (d) any Liabilities in respect of any pending or threatened Proceeding arising out of, relating to or otherwise in respect of the Purchased operation of the Business or the Transferred Assets to the extent such Proceeding relates to such operation on or prior to the Closing Date; (de) all costs and expenses incurred by Seller in connection with this Agreement any product Liability or any Seller Transaction Document, including all claims similar claim for payment injury to a Person or property which arises out of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction is based upon any agreementexpress or implied representation, arrangement warranty, agreement or understanding between guaranty made by Seller, or by reason of the claimant and Seller improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any of its agents or Representatives; (e) all Indebtedness of service performed by Seller; (f) all liabilities any recall, design defect or similar claims of any products manufactured or sold or any service performed by Seller prior to Closing; (g) any Liabilities of Seller arising from under or relating in connection with any Employee Plan providing benefits to any employees, employee-related present or former employee benefit-related plans of Seller; (gh) all intercompany accounts payable in respect any Liabilities of the Purchased Assets that are owed by Seller to for any present or former employees, officers, directors, retirees, independent contractors or consultants of its AffiliatesSeller, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination or other payments; (hi) all liabilities and obligations any Environmental Claims, or Liabilities under the Other ContractsEnvironmental Laws, to the extent accruing arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing or otherwise to the extent arising out of any nonperformance actions or a breach omissions of Seller; (j) any trade accounts payable of Seller (i) arising out of or default relating to the operation of such Other Contracts by Seller the Business and the Transferred Assets on or its Affiliates prior to the Closing Date; (ii) which constitute intercompany payables owing to Affiliates of Seller; (iii) which constitute debt, loans or credit facilities to financial institutions; or (iv) which did not arise in the ordinary course of business; (k) any Liabilities of the Business relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) Seller’s agreement do not constitute part of the Transferred Assets issued by the Business’ customers to pay directly, Seller on or reimburse Buyer for, certain fees, expenses, Taxes before the Closing; (ii) did not arise in the ordinary course of business; or other items but only if (iii) are not validly and effectively assigned to the extent expressly contemplated in Purchaser pursuant to this Agreement; (jl) all trade accounts payable any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of Seller (including with respect to any breach of fiduciary obligations by same), except for indemnification of same pursuant to Section 5.3 as Seller Indemnitees; (m) any Liabilities under the Excluded Contracts or any other Contracts, including Intellectual Property Agreements, (i) which are not validly and other operating liabilities of Seller, effectively assigned to Purchaser pursuant to this Agreement; (ii) which do not conform to the representations and warranties with respect thereto contained in this Agreement; or (iii) to the extent accruing such Liabilities arise out of or arising relate to a breach by Seller of such Contracts prior to Closing; (n) any Liabilities associated with debt, loans or credit facilities of Seller and/or the Closing Date and not included as liabilities assumed by Buyer on the Closing StatementBusiness owing to financial institutions; and (ko) all liabilities and obligations any Liabilities arising pursuant out of, in respect of or in connection with the failure by Seller or any of its Affiliates to Environmental Laws relating to comply with any Owned Real Property, to the extent accruing Law or arising prior to the Closing DateGovernmental Order.

Excluded Liabilities. Other than Notwithstanding any other provision of this Agreement, Seller and the Assumed LiabilitiesSelling Subsidiaries shall remain responsible for and shall retain any and all obligations, Buyer is not assuming, liabilities and will not be liable for, commitments of Seller or any liability or obligation of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date (such liabilities Selling Subsidiaries other than the Assumed LiabilitiesLiabilities (such excluded obligations, liabilities and commitments are collectively referred to herein as the “Excluded Liabilities”). Without limiting the foregoing, including, without limitationthe Excluded Liabilities shall include: (a) Any liability, obligation or commitment of Seller or any liabilities Selling Subsidiary relating to or arising out of the Business or any Purchased Asset, whether express or implied, liquidated, absolute, accrued, contingent or otherwise, or known or unknown, except to the extent any such liability, obligation or commitment constitutes an Assumed Liability pursuant to Section 2.3; (b) Any liability, obligation or commitment accruing, arising out of or relating to the operation or conduct of the Business or the use or ownership of the Purchased Assets, in each case on or prior to the Closing Date, except to the extent any such liability, obligation or commitment constitutes an Assumed Liability pursuant to Section 2.3; (c) Any liability, obligation or commitment of Seller or any Selling Subsidiary, whether express or implied, liquidated, absolute, accrued, contingent or otherwise, or known or unknown, arising out of the operation or conduct by Seller or any of its Affiliates of any business other than the Business, except to the extent any such liability, obligation or commitment constitutes an Assumed Liability pursuant to Section 2.3; (d) Any liability, obligation or commitment of Seller or any Selling Subsidiary (i) relating to arising out of any of the Excluded Assetsbreach by Seller or any Selling Subsidiary of, or nonperformance by Seller or any Selling Subsidiary under, any Contract (including any Removed Real PropertyTransferred Contract prior to the Closing Date), or (ii) arising accruing under any Transferred Contract with respect to any period prior to the Closing Date, except, in the case of clause (other than as set forth in Section 1.3(bii), 1.3(f) to the extent any such obligation, liability or 1.3(h))commitment constitutes an Assumed Liability pursuant to Section 2.3; (be) Any accounts payable or notes payable of Seller or any litigationof the Selling Subsidiaries or their respective Affiliates, arbitration, mediation and other claims similar liabilities and obligations to make payments arising out of the operation or demands conduct of any nature involving, related to or arising from any Removed Real Propertythe Business before the Closing Date; (cf) all Any liabilities for (i) Taxes of any Seller Party or any Affiliate thereof, (ii) Taxes for any Tax period (including any liability for or portion thereof) ending prior to or as of the Taxes time that is immediately prior to the Closing and (iii) the payment of any other Person under Treasury Regulations Section 1.1502-6 (amounts of Tax as a result of any Seller Party or any similar provision Affiliate thereof being a member of statean affiliated, local consolidated, combined or foreign law)unitary group, as a result of any Tax sharing or Tax allocation agreement, arrangement or understanding, or as a result of any Seller Party or any Affiliate thereof being liable for another Person’s Taxes as a transferee or successor, by Contract (for the avoidance of doubtor otherwise, excluding such Taxes attributable in each case with respect to any Tax period after the Closing Date under ordinary course lending, lease (or commercial agreements being transferred to or assumed by Buyerportion thereof) or otherwise) or Taxes arising out of Seller’s operations or ownership ending as of the Purchased Assets time that is immediately prior to the Closing Dateor Contracts entered into on or before the Closing Date and (iv) half of any Transfer Taxes in accordance with Section 6.1; (dg) Any liability, obligation or commitment of Seller or any Selling Subsidiary that relates to, or that arises out of, products manufactured, shipped or sold by or on behalf of Seller or any Selling Subsidiary prior to the Closing Date (including claims of negligence, personal injury, product damage, product liability, product warranties, strict liability, product recall or any other claims (including workers’ compensation, employer’s liability or otherwise)), whether such liability, obligation or commitment relates to or arises out of accidents, injuries or losses occurring on or prior to or after the Closing Date, but excluding in all costs cases, under this Section 2.4(g), any liabilities, obligations or commitments that are Assumed Liabilities under Section 2.3(c); (h) Any liability, obligation or commitment of Seller or any Selling Subsidiary that relates to, or that arises out of, the employment or termination of the employment with Seller or any Selling Subsidiary of any employee or former employee of the Business (including as a result of the transactions contemplated by this Agreement); (i) Any and expenses incurred all obligations, liabilities or commitments (whether or not arising out of the transactions contemplated by Seller in connection with this Agreement or any Seller Transaction DocumentAncillary Agreement) of Seller, any of the Selling Subsidiaries or any of their ERISA Affiliates (i) under Title IV of ERISA including with respect to any multiemployer plan as defined in Section 3(37) of ERISA, (ii) otherwise relating to any employee benefit or compensation plan, policy, program, agreement or arrangement of any type or (iii) relating to the employment or engagement of any prospective, current or former employees, independent contractors or other workers who provide or have provided services to the Business (as conducted at the relevant time), including all claims for payment pursuant to any third party arrangement; (j) Any Indebtedness or Seller Expenses; (k) Any liability, obligation or commitment that relates to, or that arises out of fees and/or expenses (i) any suit, action or proceeding pending or, to Seller’s Knowledge, threatened as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon Closing Date or (ii) any agreement, arrangement or understanding between the claimant and violation by Seller or any of its agents Affiliates of any Law or Representatives; Contract, in each case of clause (ei) all Indebtedness of Seller; and (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contractsii), to the extent accruing or arising out relating to the period of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates time prior to the Closing DateClosing; (il) Seller’s agreement to pay directly, Any liability arising from the transactions in Article II of this Agreement under “bulk sales” or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement“bulk transfer” laws; (jm) all trade accounts payable and other operating liabilities Any liability, obligation or commitment of Seller, Seller or any Selling Subsidiary to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statementany of their respective Affiliates; and (kn) all liabilities and obligations arising pursuant to Environmental Laws relating to Any liability, obligation or commitment of Seller or any Owned Real Property, Selling Subsidiary to the extent accruing that it exclusively relates to, or arising prior to the Closing Datearises out of, any Excluded Asset.

Excluded Liabilities. Other than Neither Buyer nor the Assumed LiabilitiesCompanies will assume or will be obligated to pay, Buyer is not assuming, and will not be liable for, any liability or obligation of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknownperform, or whether arising out otherwise discharge any of acts the following liabilities or occurrences before, on or after the Closing Date obligations (such liabilities other than the Assumed Liabilitiescollectively, the “Excluded Liabilities”), including, without limitation:): (a) any liabilities or obligations of Seller or any of its Affiliates (i) relating to the extent related to any of the Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims liabilities or demands obligations of any nature involving, related to Seller in respect of indebtedness for borrowed money or arising from any Removed Real Propertythe deferred purchase price of property; (c) all any liabilities for or obligations in respect of Taxes of Seller for or any Tax period (including Affiliate of Seller, or any liability of Seller for the unpaid Taxes of any other Person under Treasury Regulations Section regulation section 1.1502-6 (or any similar provision of state, local local, or foreign law), ) as a transferee or successor, by Contract (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) contract or otherwise) , except for Taxes for which Buyer or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior Companies are liable pursuant to the Closing DateSection 8.7; (d) any and all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder liabilities arising in connection with the originERISA Case and, negotiation except as otherwise provided in Section 2.6 or execution Section 8.8, any other liability or obligation of this Agreement Seller or the other Transaction Documents an ERISA Affiliate of Seller to any employee of Seller under or the consummation in connection with any of the Transaction based upon Benefit Plans, including under any agreement, deferred compensation arrangement or understanding between the claimant and Seller severance policy or any of its agents obligation to make any parachute or Representatives;retention payment, including any liability related to the matters set forth on Schedule 5.12(d); and (e) all Indebtedness except as set forth in Section 2.6, any other liability, obligation, duty or responsibility of Seller; (f) all liabilities arising from or relating Seller not principally related to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under or the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing DateBusiness.

Excluded Liabilities. Other than the Assumed Liabilities, Buyer is shall not assuming, assume and will shall not be liable for, and Seller shall retain and remain solely liable for and obligated to discharge, all of the debts, contracts, agreements, commitments, obligations and any liability or obligation other Liability of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after Seller but only if and to the extent accruing prior to the Closing Date (such liabilities other than the Assumed Liabilities, the “Excluded Liabilities”)Date, including, without limitation, the following: (a) Any Liability for breaches by Seller of any liabilities of Seller contract or any of its Affiliates (i) relating to other instrument, contract or purchase order or any of the Excluded Assetsliability for payments or amounts due under any contract, including agreement, lease, license, commitment or any Removed Real Propertyother instrument, contract or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h))purchase order; (b) any litigation, arbitration, mediation and other claims Any Liability or demands of any nature involving, related obligation for Taxes attributable to or arising from imposed upon Seller for any Removed Real Propertyperiod, or attributable to or imposed upon the Accounts; (c) all liabilities Any Liability or obligation for Taxes of Seller for any Tax period (including any liability for the Taxes or in respect of any loan, other Person under Treasury Regulations Section 1.1502-6 (indebtedness for money borrowed, or any similar provision of state, local or foreign law), as a transferee or successor, by Contract (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out account payable of Seller’s operations or ownership of the Purchased Assets prior to the Closing Date; (d) all costs and expenses incurred by Seller in connection with this Agreement Any Liability or any Seller Transaction Document, including all claims for payment of fees and/or expenses obligation arising as a broker result of any legal or finder in connection with equitable action or judicial or administrative proceeding initiated at any time, to the originextent relating to any action or omission by or on behalf of Seller, negotiation including, without limitation, any Liability for violation of any consumer lending Law, violations of federal or execution of this Agreement state securities or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or RepresentativesLaws; (e) all Indebtedness Any Liability or obligation arising out of Sellerany “employee benefit plan,” as such term is defined by the Employee Retirement Income Security Act of 1974 (“ERISA”) or other employee benefit plans; (f) all liabilities arising from Any Liability or relating to obligation for making payments of any kind (including as a result of the termination of employment by Seller of employees, employee-related or employee benefit-related plans other claims arising out of the terms and conditions of employment with Seller, or for vacation or severance pay or otherwise) to employees of Seller or in respect of payroll taxes for employees of Seller; (g) all intercompany accounts payable in Any Liability or obligation for making payments of any kind with respect of the Purchased Assets that are owed by Seller to any of its AffiliatesExcluded Asset, whether to customers, lenders, vendors, employees, borrowers or other third parties; (h) all liabilities Any Liability or obligation of Seller incurred in connection with the making or performance of this Agreement and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Datetransactions contemplated hereby; (i) Seller’s agreement to pay directly, Any Liability or reimburse Buyer for, certain fees, expenses, Taxes obligation for trade accounts or other items but only if and to the extent expressly contemplated in this Agreementdebts; (j) all trade accounts payable and other operating liabilities Any Liability or obligation to Seller’s borrowers or accrued debtors under any Account or Excluded Asset; (k) Any Liability or obligation under any Seller Contract that arises after the Closing that relates to a breach of Seller, to the extent accruing or arising such Seller Contract by Seller that occurred prior to the Closing Date and not included as liabilities assumed by Buyer on Closing; (1) Any Liability or obligation under any of the Closing StatementEmployee Plans/Agreements of Seller; (m) Any Liability or obligation arising out of or relating to any employee grievance; and (kn) all liabilities and obligations arising pursuant Any Liability or obligation to Environmental Laws relating indemnify, reimburse, or advance payments to any Owned Real Propertyofficer, to the extent accruing director, employee or arising prior to the Closing Dateagent of Seller.

Excluded Liabilities. Other than Notwithstanding any other provision of this Agreement to the Assumed Liabilitiescontrary, the Buyer is not assumingassuming and the Sellers shall pay, and will not be liable forperform or otherwise satisfy, any liability or obligation of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date (such liabilities all Liabilities other than the Assumed Liabilities, Liabilities and the following Liabilities (the “Excluded Liabilities”), including, without limitation:): (a) all Taxes arising from or with respect to the Transferred Assets or the operation of the Business that are incurred in or with respect to any liabilities of Seller period, or any portion of its Affiliates (i) relating to any of the Excluded Assetsperiod, including any Removed Real Property, ending on or (ii) arising prior to the Closing Date (other than except as otherwise provided in Section 6.1(g) of this Agreement); for purposes of this Section 2.4(a), real and ad valorem property Taxes imposed with respect to any Transferred Asset shall be apportioned at the Closing based upon the amounts set forth in Section 1.3(b), 1.3(fthe current tax bills therefor and the number of days in the taxable period prior to (and including) or 1.3(h))the Closing Date and in the taxable period following the Closing Date; (b) any litigation, arbitration, mediation and other claims or demands accounts payable of any nature involving, related to or arising from any Removed Real Propertythe Asset Sellers; (c) all liabilities Liabilities for Taxes (i) any judgments or Actions against the Asset Sellers including judgments in favor of Seller for the opposing party in, or settlement of, any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable Action primarily relating to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes matter arising out of Seller’s operations or ownership relating to any time prior to Closing and (ii) all costs and expenses incurred in connection with any of the Purchased Assets prior to the Closing Dateforegoing; (d) all costs and expenses incurred by Seller Liabilities related to or in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation employees of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives;Business other than Transferred Employees; and (e) all Indebtedness of Seller; any Liability or obligation relating to an Excluded Asset, including, without limitation, any Liability under any Employee Plan (fincluding (A) incurred but not reported and reported claims under any welfare benefit plan, (B) all liabilities arising from long and short term disability claims and (C) any workers’ compensation claims incurred or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates reported prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing DateClosing).

Excluded Liabilities. Other than (a) Notwithstanding anything to the Assumed Liabilitiescontrary in this Agreement or otherwise, Buyer is Purchaser shall not assuming, and will not assume or for any reason be deemed to have assumed or be liable forfor any Claims, any liability Liens, Encumbrances, Interests or obligation Liabilities of Sellers of any nature of Sellerwhatsoever, whether mature presently in existence or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date hereafter (such liabilities other than the Assumed Liabilities), including, but not limited to, the following (collectively, the “Excluded Liabilities”), including, without limitation:): (a) any liabilities of Seller or any of its Affiliates (i) all Claims or Liabilities of Sellers that relate to any of the Excluded Assets (including under any Excluded Contracts); (ii) the Excluded Environmental Liabilities (regardless of whether such Liabilities are technically Liabilities of any Seller); (iii) any Liability relating to (A) events or conditions occurring or existing in connection with, or arising out of, the Business as operated prior to the Closing, or (B) the ownership, possession, use, operation or sale or other disposition prior to the Closing of any Acquired Assets (or any other assets, properties, rights or interests associated, at any time prior to the Closing, with the Business); (iv) any Liability relating to the Acquired Assets based on events or conditions occurring or existing prior to the Closing Date and connected with, arising out of or relating to: (A) claims relating to employee health and safety, including claims for injury, sickness, disease or death of any Person or (B) compliance with any applicable Law relating to any of the Excluded Assetsforegoing; in each case except for any such Liability that may not be discharged by the Sale Order; (v) all Claims or Liabilities of Sellers or for which Sellers or any Affiliate of any Seller could be liable relating to Taxes that are not expressly assumed by Purchaser under Schedule 2.3(d); (vi) all Claims or Liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by any Seller or any predecessor of any Seller in connection with, resulting from or attributable to the Bankruptcy Cases or the transactions contemplated by this Agreement or otherwise; (vii) all Indebtedness of any Seller; (viii) all Liabilities of Sellers related to the right to or issuance of any capital stock or other equity interest of any Seller, including any Removed Real Propertystock options or warrants; (ix) all Liabilities of Sellers resulting from, caused by or arising out of, or (ii) arising which relate to, directly or indirectly, the ownership, lease or license of any properties or assets or any properties or assets previously used by Sellers or any predecessor of any Seller at any time, or other actions, omissions or events occurring prior to the Closing and which (A) constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of any rule, regulation, treaty or other similar authority or (B) relate to any and all Claims, disputes, demands, actions, Liabilities, damages, suits in equity or at Law, administrative, regulatory or quasi-judicial proceedings, accounts, costs, expenses, setoffs, contributions, attorneys’ fees or causes of action of whatever kind or character (“Proceeding”) against Sellers, whether past, present, future, known or unknown, liquidated or unliquidated, accrued or unaccrued, pending or threatened; (x) any Liability arising out of any Proceeding commenced against Sellers or any predecessor of any Seller after the Closing and arising out of, or relating to, any occurrence or event happening prior to the Closing; (xi) all Claims or Liabilities with respect to the Employees or former employees (or their representatives) of Sellers or any predecessor of any Seller based on any action or inaction occurring prior to and including on the Closing Date, including payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit sharing plans, health care plans or benefits (including COBRA), or any other employee plans or benefits or other compensation of any kind to any employee, and obligations of any kind including any Liability pursuant to the WARN Act; (xii) any Liability arising under any Employee Benefit Plan or any other employee benefit plan, policy, program, agreement or arrangement (other than as set forth in Section 1.3(b)an Assumed Plan) at any time maintained, 1.3(f) sponsored or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related contributed to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (by Sellers or any similar provision of stateERISA Affiliate, local or foreign law)with respect to which Sellers or any ERISA Affiliate has any Liability including with respect to any underfunded pension Liability; provided, as a transferee or successor, by Contract (that for the avoidance of doubt, excluding such Taxes attributable to any period after all Liabilities arising under the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or Assumed Plans shall be assumed by BuyerPurchaser pursuant to Section 2.3(c). (xiii) or otherwise) or Taxes any Liability arising out of Seller’s operations or ownership relating to services or products of Sellers to the Purchased Assets extent performed, marketed, sold or distributed prior to the Closing DateClosing; (dxiv) all costs and expenses incurred any Liability under any Excluded Contract; (xv) any Liability under any employment, collective bargaining agreement, severance, retention or termination agreement with any employee, consultant or contractor (or their representatives) of Sellers, except if an Assumed Liability; (xvi) any Liability arising out of or relating to any grievance by current or former employees of Sellers, whether or not the affected employees are hired by Purchaser; (xvii) any Liability to any shareholder or other equity holder of any Seller, which Liability relates to such Person’s capacity as a shareholder or other equity holder of a Seller; (xviii) any Liability arising out of or resulting from non-compliance or alleged non-compliance with any Law, ordinance, regulation or treaty by Sellers; (xix) any Liability for infringement or misappropriation of any Intellectual Property arising out of or relating to any conduct of any Seller in connection with or operation of the Business on or before the Closing; (xx) any Liability of Sellers under this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or RepresentativesAncillary Agreements; (exxi) any Liability of Sellers related to all Indebtedness as of Sellerthe Closing under the Pre-Petition Loan Documents; (fxxii) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities Liabilities specifically identified and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer described on the Closing StatementSchedule 2.4(a)(xxii); and (kxxiii) all liabilities and obligations arising any other Liabilities of Sellers not expressly assumed by Purchaser pursuant to Environmental Laws relating Section 2.3. (b) The parties acknowledge and agree that disclosure of any Liability on any Schedule to any Owned Real Propertythis Agreement shall not create an Assumed Liability or other Liability of Purchaser, to except where such disclosed Liability has been expressly assumed by Purchaser as an Assumed Liability in accordance with the extent accruing or arising prior to the Closing Dateprovisions of Section 2.3.

Excluded Liabilities. Other than the Assumed LiabilitiesBuyer shall not assume, Buyer is shall not assuming, take subject to and will shall not be liable for, any liability liabilities or obligation obligations of any nature of Sellerkind or nature, whether mature or unmaturedabsolute, liquidated or unliquidatedcontingent, fixed or contingentaccrued, known or unknown, of Sellers or whether arising out any Affiliate of acts or occurrences before, on or after the Closing Date Sellers (such liabilities other than the Assumed Liabilities, the “Excluded Liabilities”), including, without limitationbut not limited to, the following: (a) any Any liabilities of Seller or any of its Affiliates obligations incurred, arising from or out of, or in connection with Sellers’ operations (i) relating including but not limited to any those liabilities set forth on Schedule 2.5 of the Excluded AssetsDisclosure Schedule), including any Removed Real Propertythe condition of their respective assets or places of business, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or their respective ownership of the Purchased Assets Assets, occurring prior to the Closing Date;, or the issuance, sale, repayment or repurchase of any of their respective securities. (db) all costs and expenses incurred by Seller Any liabilities or obligations incurred, arising from or out of, in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker result of any alleged or finder actual defect in any product or in connection with the origin, negotiation any alleged or execution actual breach of this Agreement warranty (whether express or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (eimplied) all Indebtedness of Seller; (f) all liabilities arising from or relating in relation to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed product sold by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising Sellers prior to the Closing Date. (c) Any liabilities or obligations (whether assessed or unassessed) of Sellers for any Taxes, including any Taxes arising by reason of the transactions contemplated herein, as of, or for any period ending on or prior to, the Closing Date. (d) Any fees and expenses of Sellers in connection with the transactions contemplated herein. (e) Any liabilities or obligations to or with respect to former or current officers, directors, employees, consultants or Affiliates of Sellers, including without limitation any liabilities or obligations of Sellers in connection with (1) any profit-sharing, deferred compensation, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, severance, welfare or incentive plan, agreement or arrangement, (2) any plan, agreement or arrangement providing for “fringe benefits” or perquisites to employees, officers, directors or agents, including but not limited to, benefits relating to company automobiles, clubs, vacation, child care, parenting, sabbatical, sick leave, medical, dental, hospitalization, life insurance and other types of insurance, (3) any retiree health or other benefit plan, agreement or arrangement,

Excluded Liabilities. Other than As of the Assumed LiabilitiesClosing, Buyer is not assumingParent or its Affiliates shall retain (or, if necessary, expressly assume), and will not shall be liable responsible for paying, performing and discharging when due, and none of Buyer or its Affiliates shall assume (by succession, transfer or assignment or otherwise) or have any responsibility for, any liability Liabilities of Parent, any Seller or obligation any of any nature of Seller, whether mature their Affiliates or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date (such liabilities equity owners other than the Assumed Liabilities, Liabilities (the “Excluded Liabilities”), including, without limitationincluding any of the following Liabilities: (ai) any liabilities all Liabilities to the extent relating to or arising out of Seller the Excluded Assets; (ii) all Liabilities relating to or arising out of other assets or businesses of Parent or any of its Affiliates that are not included in the Purchased Assets or related to the Business; (iiii) all Liabilities of the Business associated with or relating to Parent or its Affiliates’ ownership, development or sale of any of the Excluded AssetsPurchased Assets or the operation of the Business, including any Removed Real Propertyproduct liability claims for personal or property damage, injury or death arising out of or related to the use of (iiA) arising until the TSA End Date, a non-Disposable Product that is sold or otherwise distributed prior to the Closing Date in any medical procedure that occurs at any time, or (other than as set forth B) a Disposable Product that is a sold or otherwise distributed and used in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets medical procedure that occurs prior to the Closing Date; (div) all costs intercompany payables and loans between Parent and any of its Affiliates, or between any Affiliate of Parent and any other Affiliate of Parent; (v) all Liabilities for (i) Taxes of Parent or any of its Affiliates for any taxable period, (ii) Taxes with respect to the Business or the Purchased Assets for any Pre-Closing Tax Period, including Property Taxes allocable to Parent or any Seller under Section 6.03 and (iii) any Conveyance Taxes to be borne by Parent or any Seller pursuant to Section 6.02; (vi) all Liabilities set forth on Schedule 2.02(b)(vi); (vii) all accounts payable and accrued expenses incurred and other current liabilities of Parent or its Affiliates to the extent generated by Seller the Business; (viii) all Liabilities relating to wages, salary, payroll, accrued vacation, accrued sick leave, severance, workers’ compensation, unemployment benefits, pension benefits, post-retirement welfare benefits, equity compensation or profit-sharing arrangements, health care plans or benefits or any other employee plans or benefits of any kind for current or former employees, consultants, or directors of Parent or any of its Affiliates, including, but not limited to, the Business Employees (excluding any such Liabilities relating to employment of Business Employees by the Buyer); and (ix) all Liabilities arising out of or relating to (A) any grievance or complaint of any current or former employee, consultant or director of Parent or any of its Affiliates arising out of or in connection with this Agreement any acts or omissions of Parent or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder its Affiliates in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation operation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates Business prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for(B) any loan, certain feesemployment, expensesseverance, Taxes retention or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities termination agreement with any stockholder or any employee, consultant or director of Seller, to the extent accruing Parent or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing Dateof its Affiliates.

Excluded Liabilities. Other than the Assumed LiabilitiesExcept as set forth in Section 1(d), Buyer is Masimo shall not assumingassume or otherwise become obligated pursuant to this Agreement to pay when due, and will not be liable forperform or discharge any debts, any liability claims, liabilities, obligations, damages or obligation expenses of any nature of Seller, Seller (whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, contingent or whether absolute, or arising out of acts or occurrences before, on or after the Closing Date (such liabilities other than the Assumed Liabilities, the “Excluded Liabilities”Date), including, without limitation, liability for: (a) any liabilities of Seller or any of its Affiliates (i) relating Government Payments including without limitation deductions at source and withholdings for periods prior to any of the Excluded Assets, including any Removed Real Property, or Closing Date, (ii) defaults and payment obligations under contracts resulting from events or occurrences arising prior to the Closing Date, (other than iii) Indebtedness, (iv) any litigation or claims by a Governmental Entity or otherwise , including without limitation, that certain claim (initially identified as claim ▇▇▇-▇▇-▇▇▇▇▇▇-▇▇▇ and now known as claim ▇▇▇-▇▇-▇▇▇▇▇▇-▇▇▇) by Groupe Initiative S.A. against the Seller in respect of an account payable by Seller, (v) obligations under contracts of Seller not listed on Schedule 1(b)(ii) hereto, including without limitation the Andromed Inc. Stock Option Plan, and the Service Agreement for Accounting Services between Seller and Andromed USA Inc. dated December 27, 2002, (vi) Seller’s expenses arising from or relating to the transactions contemplated by this Agreement, including without limitation attorneys’ fees, accounting fees and investment banking fees, (vii) obligations of Seller with respect to employees including the Transferred Employees (except as set forth in Section 1.3(b2.1(d)), 1.3(fincluding, without limitation, (x) accrued vacation, salary, compensation, benefits or 1.3(h))other rights, (y) all notices of termination of employment, indemnities in lieu of notice, severance pay or change-of-control awards owed to such employees as a result of their termination of employment, or (z) with respect to the Benefit Plans, (viii) obligations of Seller to any party with respect to Transferred Employees relating to the period prior to the Closing Date (ix) obligations of Seller in connection with the sale of Androfact to Agili-T Solutions Santé Inc; (bx) any litigation, arbitration, mediation accounts payable and other claims accrued liabilities resulting from events or demands of any nature involving, related to or occurrences arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Date; (dxi) all costs and expenses incurred by Seller any liability arising from or in connection with this Agreement any product manufactured or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed sold by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (ixii) Seller’s agreement to pay directly, any litigation or reimburse Buyer for, certain fees, expenses, Taxes claims of any kind by a shareholder or other items but only if and to former shareholder of Seller against Seller or Masimo demanding payment of any portion of the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing StatementPurchase Price; and (kxiii) all liabilities and obligations any liability arising pursuant to Environmental Laws relating to from a violation by Seller of any Owned Real Propertysecurities law or regulation of the United States, to the extent accruing Canada or arising prior to the Closing Dateany lesser jurisdiction therein.

Excluded Liabilities. Other than Except for the Assumed LiabilitiesLiabilities subject to Section 2.03, Buyer is shall not assuming, assume and will shall not be liable forresponsible to pay, perform or discharge any liability other liabilities or obligation obligations of any nature of Seller, whether mature Seller or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date its Subsidiaries (such liabilities other than the Assumed Liabilitiescollectively, the “Excluded Liabilities”), including. Excluded Liabilities, without limitation, are as follows: (a) any liabilities or obligations of Seller not arising out of or any of its Affiliates (i) relating to any Seller’s ownership or operation of the Excluded Business and the Purchased Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigationliability, arbitration, mediation and other claims obligation or demands commitment arising out of any nature involving, related to or arising from any Removed Real PropertyContract that is not an Assigned Contract; (c) all liabilities any default or breach of any Contract, breach of warranty, tort, infringement, violation of Laws or environmental, health or safety matter, including, without limitation, any arising under any Environmental Laws or relating to Hazardous Substances; (d) any Liabilities for (i) Taxes with respect to the Business or the Excluded Assets, for any Pre-Closing Tax Period, (ii) Taxes of Seller, including any liability of Seller for Taxes of Seller for any Tax period (including any liability for the Taxes of any other Person under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision provisions of state, local or foreign law), as a transferee or successoras a result of a Tax sharing or similar agreement, by Contract and (iii) Transfer Taxes for the avoidance of doubtwhich Seller is responsible under Section 6.08(c); (e) any liability, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease obligation or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes commitment arising out of Seller’s operations or ownership relating to (i) the employment (including the application for or termination of the Purchased Assets employment) of any Business Employee by Seller prior to or on the Closing Date, or (ii) the provision of services by any other Person to Seller prior to or on the Closing Date; (df) all costs any liability, obligation or commitment of Seller (including any liabilities resulting from unfunded liabilities under any employee benefit plan subject to ERISA) under any Benefit Plan, employment, benefit or compensation, pension, profit-sharing or welfare plans, contracts, employment agreements or offer letters, policies, practices or arrangements, oral or written, covering the Business Employees, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of ERISA, and expenses incurred by deferred compensation, stock option, stock purchase, stock appreciation rights, equity-based, incentive and bonus plans; (g) any bonuses (including stay bonuses, transaction bonuses or similar bonuses), severance payments, retention payments and other change-of-control payments payable to any officer, employee or director of Seller or the Business in connection with this Agreement or and the employer portion of any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-Payroll Taxes related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliatesthereto; (h) all liabilities and obligations under the Other Contractsany liability, obligation or commitment of any of Sellers to the extent accruing relating to, or arising out of, any Excluded Asset, or to the extent arising out of the ownership by Seller of the Excluded Assets or associated with the realization of the benefits of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing DateExcluded Asset; (i) Seller’s agreement any liability or obligation arising out of or related to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this AgreementIndebtedness; (j) all trade accounts payable and other operating liabilities any liability or obligation arising out of Seller, or related to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing StatementTransaction Expenses; and (k) all liabilities and obligations any liability or obligation arising pursuant to Environmental Laws from, relating to any Owned Real Property, to or in connection with the extent accruing or arising Business prior to the Closing Dateunless expressly included as an Assumed Liability.

Excluded Liabilities. Other than Neither Buyer nor any of its Affiliates shall assume any Liabilities of the Assumed Liabilities, Buyer is not assuming, and will not be liable for, any liability or obligation of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date Retained Companies (such liabilities other than the Assumed unassumed Liabilities, the “Excluded Liabilities”)) other than those specifically set forth in Section 2.3. Without limiting the generality of the foregoing, includingin no event shall Buyer or any of its Affiliates assume or incur any Liability in respect of, without limitationand the Retained Companies shall remain bound by and liable for, and shall pay, discharge or perform when due, the following Liabilities of the Retained Companies: (a) any liabilities of Seller or any of its Affiliates all Liabilities for Taxes that are not Assumed Liabilities, including, but not limited to, (i) relating to any of the Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability for the Taxes of any other Person Retained Company or any Affiliate thereof (including for the avoidance of doubt, Taxes imposed or borne under Treasury Regulations Section 1.1502-6 of the Treasury Regulations (or any similar provision of U.S. state, local local, or foreign lawLaw), as a transferee or successor, by Contract contract or otherwise), (for ii) all Taxes and other amounts that are the avoidance responsibility of doubtSeller pursuant to Section 7.3(a), excluding such (iii) all Taxes that are the responsibility of Seller and its Affiliates pursuant to Section 7.3(c)(i), (iv) all Taxes imposed on or with respect to the ownership or operation of the Excluded Assets or that are attributable to any period after asset or business of the Closing Date under ordinary course lendingCompany that is not part of the Purchased Assets, lease and (v) any amount in respect of claims asserted against Buyer or commercial agreements being transferred its Affiliates, the Business or the Purchased Assets by reason of failure to comply with any withholding or assumed similar Tax Laws or any bulk sales, bulk transfer or similar Laws; (b) all Liabilities in respect of the Excluded Contracts and other Excluded Assets; (c) all product Liability and similar claims for damages or injury to person or property, or claims of infringement of Intellectual Property Rights, 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 Buyer) any member of the Seller Group, or otherwise) or Taxes otherwise arising out of Seller’s operations or ownership incurred in connection with the conduct of the Purchased Assets prior to Business, on or before the Closing Date; (d) all costs and warranty claims to the extent reserves for such claims are not accrued expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between Business created in the claimant and Seller or any ordinary course of its agents or Representativesbusiness consistent with past practice as of the Closing; (e) all Indebtedness of SellerPre-Closing Environmental Liabilities; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans Indebtedness of Sellerthe Business; (g) all intercompany accounts payable in respect of Liabilities under the Purchased Assets that are owed by Seller to any of its AffiliatesRetained Benefit Plans, except as determined otherwise under applicable Law or as provided under Section 7.2; (h) all liabilities and obligations Liabilities in connection with the Seller Employees, except as determined otherwise under the Other Contracts, to the extent accruing applicable Law or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Dateas provided under Section 7.2; (i) Seller’s agreement any trade accounts payable of the Seller Group which constitute intercompany payables owing to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to members of the extent expressly contemplated in this AgreementSeller Group; (j) all trade accounts payable and Liabilities arising out of or incurred in connection with violations of or investigations regarding violations of the Foreign Corrupt Practices Act of 1977, the UK ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, or any other operating liabilities applicable Law of Sellersimilar effect in any jurisdiction in the ownership or operation of the Business, to including Laws implementing the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer OECD Convention on the Closing Statement; andCombating Bribery of Foreign Public Officials in International Business Transactions; (k) all liabilities and obligations Liabilities arising out of or incurred in connection with violations of or investigations regarding violations of any Health Care Laws or any Law pertaining to any Health Care Program; (l) all Liabilities in respect of Assigned Contracts not assumed pursuant to Environmental Laws relating to any Owned Real PropertySection 2.3(a); (m) all Liabilities of Scient’x S.A.S. and Surgiview, except for Liabilities in connection with the French Distribution Agreements, but only to the extent accruing that such Liabilities in connection with the French Distribution Agreements were incurred in the ordinary course of the Business and do not relate to any failure to perform, improper performance, warranty or arising other breach, default or violation by any member of the Seller Group on or prior to the Closing DateClosing; and (n) except as otherwise provided in this Agreement, all Liabilities arising out of or incurred in connection with the negotiation, preparation and execution of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby, including Taxes and fees and expenses of counsel, accountants and other experts.

Excluded Liabilities. Other than the Assumed LiabilitiesBuyer shall not assume or be obligated to pay, Buyer is not assuming, and will not be liable for, perform or otherwise discharge any liability or obligation of any nature of Sellerthe Sellers, whether mature direct or unmatured, liquidated or unliquidated, fixed or contingentindirect, known or unknown, absolute or contingent, whether or not relating to or arising out of acts from the Purchased Assets or occurrences beforeany rights transferred by the Sellers to Buyer pursuant to the provisions hereof, on or after the Closing Date (all such liabilities other than or obligations not being assumed being herein called the Assumed "Excluded Liabilities") including, but not limited to, the “Excluded Liabilities”), including, without limitationfollowing: (a) any All TGH Indebtedness and Seller Indebtedness; (b) Any liabilities of the Sellers in respect of Taxes of the Seller Parties; (c) Any liabilities in respect of Taxes applicable to the Purchased Assets for all periods or activities of the Sellers ending on or before the Closing Date, regardless of when assessed and including any interest or penalties thereon; (d) Any intercompany payables and other liabilities or obligations of the Sellers to any of their Affiliates or any of its the Shareholders or their Affiliates except those set forth in Schedule 2.2; (ie) relating Any costs and expenses incurred by the Seller Parties incident to the negotiation and preparation of this Agreement and their performance and compliance with the agreements and conditions contained herein; (f) Any liabilities or obligations in respect of any of the Excluded Assets, including any Removed Real Property, ; (g) All liabilities and obligations arising on or (ii) arising prior to the Closing Date which are related to, associated with or arising out of (other than i) the occupancy, operation, use or control of any real property used by any of the Sellers on or prior to the Closing Date, unless such constitute Leased Premises and the Real Property Leases are assigned as set forth in Section 1.3(b4.19(c), 1.3(f; or (ii) the operations or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands businesses of any nature involving, related to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets Sellers on or prior to the Closing Date; (d) all costs and expenses , in each case incurred under or imposed by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its AffiliatesEnvironmental Laws; (h) all All liabilities and obligations under arising from or in connection with any tortious conduct or purported tortious conduct of the Other Contracts, to Sellers or any representative of the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing DateSellers; (i) Seller’s agreement to pay directlyAll liabilities and obligations under any Employee Benefit Plan, any Employment Agreement or reimburse Buyer for, certain fees, expenses, Taxes any other plans or other items but only if and to arrangements for the extent expressly contemplated in this Agreementbenefit of any current or former employees of the Sellers or any Affiliate thereof; (j) all trade accounts payable and Any other operating liabilities or obligations of Sellerthe Sellers which arise or are asserted or incurred by reason of events, to acts or transactions occurring, or the extent accruing operation of their respective businesses, on or arising prior to the Closing Date and that are not included as liabilities assumed by Buyer on the Closing Statement; andin Section 2.2; (k) all liabilities and obligations arising pursuant to Environmental Laws any liability or obligation relating to any Owned Real Property, default under any of the Assumed Liabilities to the extent accruing such default existed prior to, at, or arising prior as a result of, the Closing; or (l) any liability, including any obligation to defend or answer, any of the Closing DateLitigation listed on Schedule 4.13.

Excluded Liabilities. Other than Notwithstanding any other provision of this Agreement to the Assumed Liabilitiescontrary, including Section 2(c), the Buyer is not assumingassuming and the Seller shall pay, and will not be liable fordischarge, any liability perform or obligation of any nature of Sellerotherwise satisfy, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date (such all liabilities other than the Assumed Liabilities, Liabilities (the “Excluded Liabilities”), including, without limitationincluding the following: (ai) all Taxes of any liabilities Seller Entity, including arising out of Seller or resulting from the consummation of this Agreement and all Taxes arising from or relating to the Transferred Assets or the operation of the Business that are incurred in or attributable to any period that ends prior to or on and including the Closing Date, or any portion of its Affiliates any period that includes but ends after the Closing Date, except for Transfer Taxes (i) relating to any of the Excluded Assets, including any Removed Real Property, or “Retained Taxes”); (ii) arising all liabilities in respect of products or services manufactured, marketed, distributed, supplied, performed or sold by the Business prior to the Closing (Date, including product liability and negligence claims, liabilities for refunds, adjustments, allowances, repairs, exchanges, returns and warranty or similar claims, and liabilities for infringement, misappropriation, or other than as set forth in Section 1.3(b)violation of third-party Intellectual Property whether the foregoing arises directly, 1.3(f) or 1.3(h))under an obligation to indemnify, or otherwise; (biii) all Environmental Liabilities alleged by or payable to any litigation, arbitration, mediation and Person other claims than a Buyer Entity or demands its Affiliates that arise out of any nature involving, related to or arising the migration of Hazardous Materials from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable Transferred Asset to any period after property owned or operated by such Person, to the Closing Date under ordinary course lendingextent the Environmental Condition or Release of Hazardous Materials giving rise to such Environmental Liabilities was present on, lease at, or commercial agreements being transferred to underlying the Transferred Asset, or assumed by Buyer) the Release of Hazardous Materials occurred on or otherwise) at the Transferred Asset, on or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Date; (div) all costs and expenses incurred by any liability or obligation of any Seller in connection with this Agreement Entity or any Affiliate of any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker Entity to or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliatesor their current or former employees, officers, directors or other personnel (or any of their dependents or beneficiaries), whether or not contingent, including, without limitation, any liability of Seller or a Seller Entity described in Section 5(f); (hv) all liabilities other than as set forth in Section 2(c)(vii), any Employee Plan and obligations under the Other Contractsany liability of, to or with respect to any Employee Plan, or any liability or obligation arising under Title I or IV or Section 302 of the extent accruing Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or arising out Section 412 or 4980B of the Code, including, but not limited to (i) any nonperformance liability for complete or a breach partial withdrawal under any multiemployer plan (as defined in Section 3(37) of ERISA) pursuant to Section 4203 or default 4205 of such Other Contracts by Seller ERISA, respectively, and (ii) any liability to the Pension Benefit Guaranty Corporation (including, without limitation, liabilities for premiums and terminations); (vi) any indebtedness for borrowed money or its Affiliates prior to guarantees thereof outstanding as of the Closing Date, other than accounts payable assumed by Buyer pursuant to Section 2(c)(i) or 2(c)(ii); (ivii) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreementany intercompany liabilities; (jviii) all trade accounts payable and other operating liabilities of Sellerany liability or obligation relating to an Excluded Asset; provided, however, that to the extent accruing or arising prior extent, if any, that any liability might be partly an Assumed Liability and partly an Excluded Liability, the apportionment of such liability shall be determined pursuant to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statementequitable principles; and (kix) all liabilities and obligations accruing, arising pursuant to Environmental Laws out of or relating to any Owned Real Property, to the extent accruing conduct or arising prior to operation of the Business or the ownership or use of the Transferred Assets before the Closing Date, except as set forth in Section 2(c)(iii) above.

Excluded Liabilities. Other than Notwithstanding any provision in this Agreement to the Assumed contrary, Buyer shall not assume and shall not be obligated or deemed to assume or be obliged to pay, perform or otherwise discharge any Liability of Seller or any Affiliate of Seller or relating to the Business and Seller and its Affiliates shall be solely and exclusively liable with respect to all such Liabilities, Buyer is not assuming, and will not be liable for, any liability or obligation of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date (such liabilities other than the Assumed LiabilitiesLiabilities (collectively, the “Excluded Liabilities”). For the avoidance of doubt, the Excluded Liabilities with respect to Seller include, but are not limited to, the following: (i) any Liability of Seller or its Affiliates, or for which any of Seller or its Affiliates is liable, arising out of, or relating to, or in connection with the administration of the Bankruptcy Case or the negotiation, execution, and consummation of the transactions contemplated by this Agreement or any other Transaction Document (including any preparation for a transaction process, bankruptcy process, any sale process involving other potential buyers or any contemplated public offering or financing), whether incurred prior to, at or subsequent to the Closing Date, including, without limitation:, all finder’s or broker’s fees and expenses and any and all fees and expenses of any representatives of Seller; (aii) any liabilities Liability incurred by Seller or its directors, officers, managers, stockholders, members, partners, agents or employees (acting in such capacities), including all indemnification claims; (iii) any Liability of Seller to any Person on account of any Action or Claim; (iv) any Liability relating to or arising out of the ownership, possession or operation of an Excluded Asset; (v) any Liability of Seller or any of its Affiliates (i) relating to any of the Excluded Assets, including any Removed Real Property, or (ii) arising prior related to the Closing (Business that arises under or relates to a violation of Environmental Laws or to the release, treatment, storage, disposal or other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands management of any nature involving, related to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets Hazardous Material prior to the Closing Date; (dvi) all costs checks and expenses incurred drafts that have been written or submitted by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment prior to the close of fees and/or expenses as a broker or finder in connection with business on the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or RepresentativesClosing Date but have not yet cleared; (evii) all Indebtedness any Liability of Seller under any indebtedness, including, without limitation, indebtedness for borrowed money, any indebtedness owed to any stockholder or other Affiliate of Seller, and any Contract evidencing any such financing arrangement; (fviii) all liabilities Liabilities (whether arising from prior to, on or relating to any employees, employee-related or employee benefit-related plans of Seller; (gafter the Closing Date) all intercompany accounts payable in respect of the Purchased Assets that are owed by any employee, officer, director or independent contractor of Seller to or any of its Affiliates; (hix) any and all Liabilities arising under any Benefit Plans; (x) all liabilities Liabilities in respect of Taxes, including Liabilities in respect of Taxes arising out of the conduct of the Business or ownership of the Acquired Assets; (xi) all Rejection Damages Claims; (xii) any and obligations under the Other Contractsall Liabilities in connection with customer claims against Seller or any of its Subsidiaries, whether known or unknown, including (A) product warranties returns, rebates, credits and related claims and any Actions related to the extent accruing product liability claims relating to, resulting from, caused by or arising out of ownership, operation or control of the Business and (B) any nonperformance and all warranties, representations and guarantees made to suppliers, manufacturers and contractors relating to products sold, or a breach services provided, in the case of each of (A) and (B) to the extent accruing, arising out of or default of such Other Contracts by Seller relating to events, occurrences, acts or its Affiliates omissions occurring or existing on or prior to the Closing Date; (ixiii) Seller’s agreement to pay directlyall Liabilities, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in than those under this Agreement, owed to Seller or its Affiliates, including intercompany debt, loans or payables; (jxiv) all trade accounts payable and other operating liabilities of SellerLiabilities related to the WARN Act, to the extent accruing or arising applicable, with respect to employees of Seller, and for any Action resulting from such employees’ separation of employment prior to the Closing Date and not included as liabilities assumed by Buyer or on the Closing Statement; and (k) Date, as with respect to all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising periods prior to the Closing Date, Seller shall remain liable and responsible for compliance with, as well as any liability which may arise or exist under the WARN Act with respect to the termination of any employee of Seller prior to or on the Closing Date; and (xv) other than as specifically set forth herein, fees or expenses of Seller incurred with respect to the transactions contemplated by this Agreement.

Excluded Liabilities. Other than Notwithstanding anything in this Agreement to the contrary, Buyer shall not and does not assume, and shall be deemed not to have assumed and shall not be obligated to pay, perform, discharge or in any other manner be liable or responsible for any Liabilities of Sellers that are not Assumed Liabilities, Buyer is not assumingwhether existing on the Closing Date or arising thereafter, and will not be liable for, any liability including Liabilities relating to or obligation of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after any of the Closing Date following (such liabilities other than the Assumed Liabilitiescollectively, the “Excluded Liabilities”), including, without limitation:): (a) all costs and expenses incurred or to be incurred by Sellers in connection with this Agreement and the consummation of the Transactions; (b) all Liabilities (i) related to any liabilities current or former employee (including the Employees), candidate for employment, officer, director, consultant, or contractor of any Seller or of any Subsidiary or Affiliate of any Seller or (ii) arising under, in connection with or in any way relating to any Benefit Plan and any other compensation or benefit plans, programs, arrangements, or agreements of any kind (including all assets, trusts, insurance policies and administration service contracts related thereto) at any time maintained, sponsored, contributed to or required to be contributed to by any of Sellers, any of their Subsidiaries or Affiliates, or any ERISA Affiliate or under or with respect to which any Seller or any Subsidiary or Affiliate of any Seller has or has had any Liability, including on account of an ERISA Affiliate or on account of Buyer or any of its Affiliates (i) relating to any being deemed successor of the Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real PropertyBusiness; (c) except as provided under Section 2.2(d), all liabilities Liabilities arising out of, relating to or with respect to any and all Employees, and contractors of Sellers or any of their Subsidiaries or Affiliates arising at any time before Closing; (d) all Liabilities for any and all Taxes of Seller for any Tax period Sellers (including any liability Liability of Sellers for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign lawLaw), as a transferee or successor, by Contract (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or except for Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior for which Buyer is liable pursuant to the Closing Date; (d) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or RepresentativesSection 2.2; (e) all Indebtedness of Seller;Liabilities to any broker, finder or agent or similar intermediary for any broker’s fee, finders’ fee or similar fee or commission relating to the transactions contemplated by this Agreement for which any Seller or its Subsidiaries or Affiliates are responsible; and (f) all liabilities Liabilities arising from at any time before Closing with respect to or relating to the ownership or operation of any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Acquired Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, or Relating to the extent accruing or arising out Business (except for the Assumed Liabilities). provided that in the event of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directlyconflict between Section 2.2 and this Section 2.3, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing DateSection 2.3 will control.

Excluded Liabilities. Other than Notwithstanding anything to the Assumed Liabilitiescontrary contained in this Agreement or any documents executed in connection with the Transactions, and regardless of whether such Obligations are disclosed in the Schedules or otherwise, except as expressly set forth in Section 1.3 or this Section 1.4, Buyer is not assuming, and will not assume or in any way be liable for, responsible for any liability Obligations of the Seller Parties or obligation of any nature of Sellerthe Business, whether mature known or unmaturedunknown, asserted or unasserted, accrued or unaccrued, absolute or contingent, liquidated or unliquidated, fixed due or contingentto become due, known or unknownand whether contractual, statutory, or whether arising out of acts or occurrences before, on or after the Closing Date otherwise (such liabilities other than the Assumed Liabilities, the “Excluded Liabilities”), including, without limitation: , any: (a) indebtedness for borrowed money of the Company (“Indebtedness”); (b) Obligations owed by the Company to any liabilities of Seller Party or any of its Affiliates thereof; (ic) relating Obligations related to any or arising out of the Excluded Assets; (d) Seller Taxes, including any Removed Real Propertysubject to Section 6.1; (e) Seller Expenses; (f) regardless of whether such Obligation is disclosed in the Schedules or otherwise, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, Obligations related to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations the operation of the Business or ownership of the Purchased Assets on or prior to the Closing Date; Effective Time; (dg) all costs Obligations related to any insurance policies of the Company; (h) Obligations of the Company related to Environmental Laws; or (i) except for the COBRA obligations described in Section 1.3(e), Obligations under Plans or for severance, other employee benefits or other moneys or damages (including claims under the Worker Adjustment and expenses incurred Retraining Notification Act of 1988, as amended, or any similar law) from or on behalf of any of the employees of the Company who are employed by Seller in connection with the Company at any time as of or prior to the Effective Time (or from any federal, state or local governmental agency or authority on behalf of such employees or relating to such claims) involving an alleged employment loss or termination as of or prior to the Effective Time, including those which are based upon or arise out of the execution and delivery of this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement transactions contemplated hereby (whether or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that not such employees are owed hired by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing DateBuyer).

Excluded Liabilities. Other than The parties specifically acknowledge that Buyer is not assuming any Liability of Seller, except the Assumed Liabilities, Buyer is not assuming, and will not be liable for, any liability whether related to the Acquired Assets or obligation of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date otherwise (such liabilities other than the Assumed Liabilities, the “Excluded Liabilities”), including, without limitation: which Excluded Liabilities include: (a) other than Product Liabilities, any liabilities such Liabilities arising at any time (including after the Closing) from the ownership, use or exploitation of the Acquired Assets by Seller or any of its Affiliates (i) relating to any of the Excluded Assets, including any Removed Real Property, on or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); Closing; (b) any litigationLiabilities associated with, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real Property; under, the Excluded Assets; (c) all liabilities patent and other legal costs and fees relating to the Acquired Intellectual Property that have become due or accrue, arise from or relate to periods prior to Closing; (d) any Liability for Seller’s Indebtedness; (e) any Liability for (i) Taxes of Seller for any Tax period (including any liability for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provision stockholder or Affiliate of stateSeller) or, local with respect to a taxable period or foreign law)portion thereof ending prior to Closing, as a transferee or successorrelating to the Acquired Assets, by Contract (for the avoidance of doubt, excluding such ii) Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising that arise out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Date; (d) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon contemplated hereby, or (iii) other Taxes of Seller (or any agreementstockholder or Affiliate of Seller) of any kind or description, arrangement including any Liability for Taxes of Seller (or understanding between the claimant 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 under, or in connection with, those items set forth on Schedule 2.5; (h) Liabilities arising under any Contracts to which Seller or any of its agents Affiliate thereof is or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from was a party or relating to any employeesotherwise bound, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable including in respect of the Purchased Assets performance or non-performance thereunder that are owed by Seller to is or was required thereunder; or (i) any of its Affiliates; (h) all liabilities and obligations Liabilities arising under, or in connection with, Seller’s practice under the Other ContractsGranted Licenses, to including the extent accruing making, using or arising out selling of any nonperformance the Nalmefene Implant or a breach or default of such Other Contracts the HIV Implant, whether by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing Datesublicensees.

Excluded Liabilities. Other than Buyer shall not be obligated with respect to any Assumed Obligation except to the Assumed Liabilities, extent that it constitutes a valid and legally enforceable claim against Seller. Buyer is not assumingnot, and will not be liable foreither directly or indirectly, by implication or otherwise, assuming or agreeing to pay, perform or discharge, as the case may be, any liability other debts, liabilities or obligation obligations of Seller or the Companies or any of them or their respective current or former grantors, beneficiaries or shareholders or other Affiliates of any nature of Sellerwhatsoever and whether or not arising out of, whether mature or unmaturedrelating directly or indirectly, liquidated or unliquidatedto the Business (including known, fixed or contingent, known or unknown, absolute, contingent or otherwise) and regardless of whether arising out of acts such is made, claimed or occurrences beforeasserted prior to, on or after the Closing Date (such liabilities other than the Assumed Liabilitiesand including, but not limited to, the “Excluded Liabilities”following: (a) All trade and other accounts payable due by Seller or the Companies or any of them to third parties, Affiliates, or current or former shareholders of the Companies or any of them, or current or former trustees, grantors or beneficiaries of Seller to the extent arising from events occurring or claims arising on or prior to the Closing Date, and including, without limitation, all of the foregoing arising out of or relating to the Business, except to the extent listed on Schedule 1.3(c); --------------- (b) All accrued expenses of Seller or the Companies or any of them, to the extent arising from events occurring or claims arising or otherwise attributable to periods on or prior to the Closing Date, including, without limitation: (a) any liabilities , all of Seller the foregoing arising out of or any of its Affiliates (i) relating to any of the Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real PropertyBusiness; (c) All debts, liabilities, obligations and Indebtedness of Seller or the Companies or any of them as of the Closing Date, including, without limitation, all of the foregoing arising out of or relating to the Business and those which are payable to lenders; (d) All liabilities for Taxes and obligations of Seller or the Companies or any of them or its or their respective Affiliates or current or former shareholders of the Companies or current or former trustees, grantors or beneficiaries of Seller for any Tax period (foreign, federal, state and local Taxes, including any liability for deficiencies, interest and penalties and including, without limitation, those relating to or arising out of the Taxes Acquired Assets or the operation of any other Person under Treasury Regulations Section 1.1502-6 (the Business by Seller or the Companies or any similar provision of them on or prior to the Closing Date, including, without limitation, sales, use, property, franchise, gross receipts, withholding, payroll, social security, unemployment, disability, estimated, occupation, excise and income taxes; (e) All liabilities and obligations of Seller or the Companies or any of them and any of its or their respective Affiliates or current or former shareholders of the Companies or current or former trustees, grantors or beneficiaries of Seller arising under this Agreement, including those arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and fees and expenses of counsel, accountants and other experts; (f) All liabilities and obligations of Seller or the Companies or any of them, including costs, expenses, damages, fines, awards and penalties and settlements by or against Seller or the Companies or any of them, with respect to pending or threatened litigation, suits, claims, labor disputes, demands of federal, state or local governmental proceedings or investigations, to the extent arising from events occurring or claims arising or otherwise attributable to periods on or prior to the Closing Date and whether or not disclosed in the Schedules to this Agreement; (g) All obligations and liabilities of Seller or the Companies or any of them to the extent arising out of or resulting from the noncompliance by Seller or the Companies or any of them with any federal, state, local or foreign law, regulation, order or administrative or judicial determination, including without limitation those relating to environmental matters at the Premises or elsewhere, the Occupational Health and Safety Act ("OSHA"), the Employee Retirement Income ---- Security Act of 1974 ("ERISA"), as amended, or employment practices of the ----- Business, including the health and safety standards applicable to employees of any of Seller or the Companies, any and all of the foregoing to the extent arising or occurring on or prior to the Closing Date; for purposes of this Agreement, such matters for which Seller shall indemnify the Buyer to the extent arising or occurring on or prior to the Closing Date, whether on-site or off- site, and whether brought directly against Seller or the Companies or any of them or against Buyer, shall include, without limitation, the following: (A) acts or omissions by Seller's or a transferee Company's employees, representatives, officers, directors, agents, contractors, transporters or successorany other Person for whose acts or omissions Seller or such Company is liable in connection with the production, generation, storage, treatment, transportation, disposal, emission, or other handling or disposition of any waste or materials of any kind; (B) actual or alleged emission, discharge, disbursal, disposal, seepage, release or escape of any liquid, solid or gaseous substance produced, generated, stored, treated, utilized, transported or disposed of by Contract or on behalf of Seller or the Companies or any of them, including its or their employees, representatives, officers, directors, agents, contractors, transporters, or any Person for whose acts or omissions Seller or such Company is liable and including any of the foregoing at the Premises; and (for the avoidance of doubt, excluding such Taxes attributable C) contamination on or prior to any period after the Closing Date under ordinary course lendingof air, lease surface water, ground water, soil, real or commercial agreements being transferred to personal property in excess of amounts authorized by law or assumed by Buyer) permit on, at or otherwise) underlying the Premises or Taxes off-site contamination for which Seller or the Companies or any of them are liable arising out of Seller’s operations acts or ownership of the Purchased Assets omissions occurring on or prior to the Closing Date; (dh) all costs All liabilities and expenses incurred by obligations for which Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller Companies or any of its agents them is legally or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from contractually responsible, including acts or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any omissions of its Affiliates; (h) all liabilities suppliers, of any nature whatsoever and obligations under the Other Contractsregardless of when a claim is asserted, to the extent accruing relating to items sold or rented or services performed by Seller or the Companies or any of them on or prior to the Closing Date, whether founded upon negligence, breach of warranty, strict liability, tort and/or any and all legal, equitable, or other theories, seeking compensation or recovery for, or relating to, injury to Person or damage to property; (i) All liabilities and obligations for which Seller or the Companies or any of them are legally or contractually responsible, including costs and expense of defense, regardless of when a claim is asserted, whether founded upon workers' compensation or employer's liability claims, negligence, strict liability, tort and/or any and all other legal, equitable or other theories, to the extent seeking compensation or recovery and arising out of any nonperformance or a breach or default injuries and occupational diseases sustained by employees of such Other Contracts by Seller or its Affiliates the Companies or any of them, or customers or employees of customers of Seller or the Companies or any of them, on or prior to the Closing Date; (ij) Seller’s agreement to pay directly, All liabilities and obligations of Seller or reimburse Buyer for, certain fees, expenses, Taxes the Companies or other items but only if and any of them to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities arising from the breach or default by Seller or the Companies or any of Sellerthem, to the extent accruing or arising prior to the Closing Date Date, of any lease, contract or commitment, including those referred to in Sections 1.1(k), 1.1 (1) and not included as liabilities assumed by Buyer on the Closing Statement; and1.1(m); (k) all All liabilities and obligations arising pursuant to Environmental Laws relating to of Seller or the Companies or any Owned Real Propertyof them, to the extent accruing or arising prior to the Closing Date, relating to the Real Property Leases and the Personal Property Leases described in Section 1.3(b), except to the extent of ordinary course pro-rated accruals for the one month of rent, if any, included on the Closing Balance Sheet; (l) All liabilities and obligations of Seller or the Companies or any of them of whatever kind or nature to the extent arising in connection with the conduct of any and all businesses of Seller or the Companies or any of them, or any of its or their respective Affiliates or current or former shareholders, other than the Business; (m) All liabilities and obligations of Seller or the Companies or any of them for claims for severance and termination and for payments in lieu of notice of termination made by any employee of Seller or the Companies or any of them, including those (i) who are terminated by Seller or the Companies or any of them on or prior to the Closing Date, (ii) employees of Seller or the Companies or any of them who are offered employment by Buyer or a successor direct or indirect owner of the Business and whether or not such employees accept or reject such employment offer, and (iii) employees of Seller or the Companies or any of them to whom Buyer or a successor direct or indirect owner of the Business does not make an offer of employment; (n) All other liabilities, debts and obligations of Seller or the Companies or any of them to employees and former employees of Seller or the Companies or any of them and their beneficiaries, heirs and representatives on account of salary, vacation, sick or holiday pay, or bonuses, as well as any such liabilities and obligations relating to any employee profit sharing plans and savings and stock ownership/option plans and pension or retirement plans, 401(k) plans, disability (long term and short term), dental, life insurance, health, medical, welfare and any and all other remuneration, employee compensation, and entitlement plans of any kind whatsoever arising on or before the Closing Date, except to the extent of ordinary course, pro-rated payroll accruals for the last pre-Closing Date pay period, if any, included on the Closing Balance Sheet; (o) All liabilities and obligations for intercompany accounts payable and other amounts, if any, due from Seller or the Companies or any of them to another Company or to their respective Affiliates or shareholders or former shareholders; (p) All liabilities and obligations of Seller or the Companies to the extent arising out of any failure of any Plan of Seller or any Company to satisfy any qualification requirement under the Code or ERISA and any defect or failure of any Plan of Seller or any Company arising out of a violation of any provision of the Code, ERISA and all other applicable law, including, without limitation, any and all costs of audits, fines, sanction amounts, penalties and interest and all costs and expenses associated with correcting deficiencies; (q) All obligations and liabilities of Seller or the Companies or any of them arising out of or relating to the matters described on Schedule 1.4 or ------------ designated as "Excluded Liabilities" on the Schedules to this Agreement. -------------------- The foregoing debts, liabilities and obligations, other than the Assumed Obligations, are collectively referred to herein as "Excluded Liabilities." Notwithstanding any of the terms of this Section 1.4, no liability or obligation of any of the Companies shall be an Excluded Liability to the extent it is specifically identified as an Assumed Obligation in Section 1.3.

Excluded Liabilities. Other than Notwithstanding any provision of this Agreement to the Assumed Liabilitiescontrary, Buyer is not assuming, and will shall not be liable fordeemed to assume, any liability nor shall it assume or obligation of any nature of Sellerbe obligated to pay, whether mature discharge or unmaturedperform, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date following Liabilities (such liabilities other than the Assumed Liabilitiescollectively, the “Excluded Liabilities”), all of which shall remain the sole responsibility of Seller, and shall be retained, paid, performed and discharged by Seller: 2.5.1. All trade accounts payable and accrued expenses incurred by Seller Group, including all trade accounts payable representing amounts payable to suppliers of the Business, to the extent directly related to the conduct of the Business up to the Signing Date; 2.5.2. All Liabilities of Seller arising under any Seller Contract other than the Assigned Contracts; 2.5.3. All Liabilities of Seller for Claims made in respect of a breach of, or a default by, the Seller Group accruing under (i) Assigned Contracts or (ii) Permits to the extent related to the Business, in each case with respect to the period prior to the Signing Date; 2.5.4. All Liabilities arising out of, under or in connection with any Indebtedness of the Seller Group; 2.5.5. All Liabilities of Seller in respect of the Excluded Assets; 2.5.6. All Liabilities of Seller resulting from any act or omission of Seller occurring from and after the Signing Date; 2.5.7. All Liabilities for (a) Taxes of the Seller Group, or its shareholders or their beneficial shareholders; (b) Taxes that relates to the conduct of the Business for taxable periods (or portions thereof) ending on or before the Signing Date; and (c) payments under any Tax allocation, sharing or similar agreement (whether oral or written); 2.5.8. All Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of: (a) the operation of the Business to the extent such Action relates to such operation on or prior to the Signing Date, or (b) any Excluded Asset; 2.5.9. Any third-party-beneficiary claim or any other type of claim of direct or indirect holders of interests in the Business or the Acquired Assets to any portion of the Purchase Price; 2.5.10. All Liabilities with respect to the Potential Transferred Employees, including, without limitation: (a) any liabilities of Seller or any of its Affiliates (i) relating to any , all obligations of the Excluded Assets, including any Removed Real Property, or (ii) arising prior to Seller toward the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation Potential Transferred Employees and other claims or demands all Claims of any nature involving, related to or the Potential Transferred Employees arising from any Removed Real Property; (c) all liabilities for Taxes of their employment with the Seller for any Tax period (including any liability for until 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Signing Date; (d) all 2.5.11. All Liabilities relating to amounts required to be paid by the Seller to its shareholders or beneficial shareholders; 2.5.12. Product warranties detailed in Assigned Contracts as at the Signing Date that were provided by Seller in respect of products manufactured by Seller and supplied under such Assigned Contracts; 2.5.13. All of the Seller's Liabilities under this Agreement including with respect to costs and expenses incurred by Seller in connection with this Agreement or and the transactions contemplated hereby, as well as any Liabilities incurred by Seller Transaction Documentin facilitating the transfer of the Acquired Assets at the Closing, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of unless specifically defined otherwise within this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets it being agreed that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated nothing in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer provision shall impose on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to Seller any Owned Real Property, to the extent accruing or arising prior to the Closing DateLiabilities not otherwise imposed by this Agreement).

Excluded Liabilities. Other than Notwithstanding anything to the Assumed Liabilitiescontrary in this Agreement or otherwise, neither Buyer is not assumingnor any of its Affiliates shall assume, and will not nor shall they be liable or become responsible for, any liability Liabilities of the Business or obligation of Seller Parent or any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date (such liabilities its Subsidiaries other than the Assumed LiabilitiesLiabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, including, without limitationthe following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreement: (a) except for the Assumed Liabilities described in Sections 2.3(d), 2.3(e), 2.3(f), 2.3(g) and 2.3(j), all Liabilities of the Transferred Group arising or accruing before the Closing; (b) except for the Assumed Liabilities described in Sections 2.3(d), 2.3(e), 2.3(f), 2.3(g) and 2.3(j), all Liabilities arising out of or relating to any liabilities Transferred Asset, Transferred Group Asset or the operation of the Business, to the extent arising or accruing prior to the Closing or resulting from the ownership, operation or control of the Business or the Transferred Assets or Transferred Group Assets prior to the Closing; (c) all Liabilities to the extent relating to the Excluded Assets; (d) all Liabilities under any Business Contracts, in each case to the extent such Liabilities relate to any failure to perform or other breach, default or violation by Seller Parent or any of its Affiliates Subsidiaries under any such Business Contract prior to the Closing; (e) all Liabilities with respect to Products sold prior to the Closing, including all Liabilities for any returns, credits, rebates, refunds or other amounts payable in respect of or Claims with respect to any such Product; (f) all Liabilities for (i) fifty percent (50%) of the Transfer Taxes of Seller Parent as described in Section 8.1 and (ii) Pre-Closing Taxes (other than Transfer Taxes), including any Taxes arising out of or relating to any the separation and/or sale of the Excluded AssetsBusiness (including any restructuring related thereto); (g) all Liabilities arising out of or relating to the Retained Business; (h) all Liabilities arising out of or relating to the separation and/or sale of the Excluded Business (including any restructuring related thereto), including claims from purchasers related thereto; (i) all Liabilities to make Milestone Payments in respect of Milestone #s 6 (subject to Section 6.5), 13, 14, 15, 16 and 17 (each, as defined in the Rempex Merger Agreement as defined in Schedule 1.1(d)) which relate to the Excluded Business or Retained Business; (j) (i) all Liabilities with respect to change-in-control, transaction, retention and other similar bonuses or payments, severance or similar payments or benefits payable by a Seller or any Subsidiary of a Seller or any member of the Transferred Group to any employee, independent contractor, officer, or director of a Seller, any Subsidiary of a Seller or any member of the Transferred Group, including any Removed Real PropertyBusiness Employee or Continuing Employee, arising from or (ii) arising prior to incurred solely in connection with this Agreement or the Closing (Transactions, other than as set forth in Section 1.3(bthe Transition Services Agreement; (ii) all Liabilities related to the Seller Benefit Plans, any Business Employee who does not become a Continuing Employee or to any Non-Business Employees or to any current or former employee, independent contractor, officer, or director of a Seller, any Subsidiary of a Seller or any member of the Transferred Group (other than any Continuing Employee, but only to the extent provided for in ARTICLE VII), 1.3(f) or 1.3(h)); other than as set forth in the Transition Services Agreement; (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real Property; (ciii) all liabilities for Taxes of Seller for any Tax period Liabilities (including any liability for severance costs) arising out of the Taxes employment of any other Person under Treasury Regulations Section 1.1502-6 (the Continuing Employees by a Seller or any similar provision Subsidiary of statea Seller or any member of the Transferred Group at and prior to the Closing, local or foreign lawrelating to any current or former employee, independent contractor, officer, or director of a Seller, any Subsidiary of a Seller or any member of the Transferred Group (other than the Continuing Employees), as a transferee or successorincluding, by Contract (for the avoidance of doubt, excluding such Taxes attributable all employment-related Liabilities relating to any period after pre-Closing restructuring with respect to the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed Business Employees who are employed by Buyer) or otherwise) or Taxes arising out an entity within the Transferred Group as of Seller’s operations or ownership of the Purchased Assets immediately prior to the Closing Date; Closing; (div) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or Liabilities relating to any employees, employeeequity or equity-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed based awards granted by Seller to any of its Affiliates; Parent; and (hv) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out employer portion of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, employment Taxes or other items but only if and to costs arising from any of the extent expressly contemplated in this Agreementforegoing; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant Liabilities relating to Environmental Laws rights to indemnification now existing in favor of the current or former directors or officers of the Transferred Group provided in the Organizational Documents of the Transferred Group, as the case may be, relating to any Owned Real Propertypre-Closing facts or circumstances; (l) all Liabilities (other than Assumed Liabilities) arising out of or related to Indebtedness of the Transferred Group existing at the Closing; and (m) all Liabilities that are transaction expenses of Sellers arising out of this Agreement, to including the extent accruing or arising prior to separation and/or sale of the Closing Date.Excluded Business;

Excluded Liabilities. Other than Notwithstanding anything to the Assumed Liabilitiescontrary set forth in Section 2.1(c) or elsewhere in this Agreement, Buyer the Acquiror is not assuming, and will not be liable for, assuming or agreeing to pay or discharge any liability of the Liabilities of the Company or obligation of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date (such liabilities its Subsidiaries other than the Assumed Liabilities, Liabilities (the “Excluded Liabilities”), including, without limitationfor the avoidance of doubt: (ai) any liabilities Indebtedness (including any interest thereon or other amounts payable in connection therewith) of Seller the Company or any of its Affiliates (i) relating to any of the Excluded Assets, including any Removed Real Property, or Subsidiaries; (ii) arising prior to the Closing (other than as any Liability set forth in Section 1.3(b), 1.3(f2.1(d)(ii) or 1.3(h))of the Disclosure Schedule; (biii) any litigationLiability arising out of or relating to any Excluded Asset (including, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such outstanding checks); (iv) any Liability (A) for Taxes attributable of the Company or any of its Subsidiaries or (B) for Taxes, whether or not accrued, assessed or currently due and payable relating to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations operation or ownership of the Purchased 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 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 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 out of or relating to any Action relating to or otherwise in respect of the operation of the Business or the Transferred Assets prior to the Closing Date, including, for the avoidance of doubt, the matters set forth on Section 2.1(d)(x) of the Disclosure Schedule; (dxi) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment Liability arising out of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of SellerExcluded Assets; (gxii) all intercompany accounts payable Liabilities under Shared Contracts to the extent not transferred to the Acquiror or its Affiliates in respect of accordance with Section 5.5; (xiii) all Liabilities under the Purchased Assets that are owed by Seller IT Asset Contracts to any of the extent not transferred to the Acquiror or its Affiliates; (hxiv) all liabilities and obligations Liabilities (A) (1) under the Other Contracts, to the extent accruing any Environmental Laws or otherwise arising out of or relating to any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates Environmental Condition relating to the period prior to the Closing Date; and (i2) Seller’s agreement with respect to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to operations of the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising Business prior to the Closing Date and not included as liabilities assumed at the Leased Real Property or any former real property used by Buyer on the Business or (B) relating to the use, application, malfunction, defect, design, operation, performance or suitability of any Product sold or distributed prior to the Closing Statementby 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; (xv) any Liability involving current or former employees, directors and individual independent contractors of 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 each case except to the extent included in the Final Net Working Capital or the Assumed Liabilities; (xvi) discontinued operations of the Business, including product lines that have been disposed of, and including, for the avoidance of doubt, any operations in respect of Harsco Industrial Air-X-Changers Pty. Ltd.; and (kxvii) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing DateTransaction Expenses.

Excluded Liabilities. Other than Notwithstanding the Assumed Liabilitiesprovisions of Section 1.4(a), Buyer is Purchaser shall not assuming, and will not be liable for, assume any liability Liabilities of the Business or obligation of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date (such liabilities Sellers other than the Assumed Liabilities, Liabilities (the “Excluded Liabilities”). Without limiting the generality of the foregoing, including, without limitationthe Excluded Liabilities shall include the following: (ai) any liabilities all Liabilities (other than Liabilities of Seller or any of its Affiliates (ithe Transferred Entities) relating to any of Taxes for which Chemtura is required to provide indemnification to Purchaser pursuant to Section 5.14(a); (ii) all Liabilities, including Liabilities arising under Environmental Laws, to the extent related to the Transferred Entities Excluded Assets or the Excluded Assets, including all Liabilities relating to any Removed Real Property, business of Sellers other than the Business; (iii) all notes payable and Indebtedness of any Seller owed to any Person other than the Transferred Entities or other parts of the Business; (iiiv) arising prior to the Closing all notes and accounts payable (other than as set forth any trade accounts payable taken into account and reflected in Section 1.3(b), 1.3(fthe Closing Working Capital) of any Transferred Entity to any of the Sellers or 1.3(h)their respective Affiliates (other than a Transferred Entity); (bv) any litigation, arbitration, mediation and other claims or demands all accounts payable of any nature involvingSeller relating to the purchase of raw materials, related to packaging or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after assets which will be used following the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Date; (d) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing StatementSupply Agreements; and (kvi) all liabilities and obligations except as otherwise provided in Section 5.9, any Liabilities arising pursuant to Environmental Laws in connection with or relating to (A) any Owned Real Property, to the extent accruing U.S. Benefit Plan or arising prior to the Closing DateForeign Benefit Plan or (B) any Transferred U.S. Employee under any collective bargaining agreement or Multiemployer Plan.

Excluded Liabilities. Other than the Assumed LiabilitiesLiabilities expressly assumed pursuant to Section 2.3, Buyer is shall not assumingassume, and will not or in any way be liable for, any liability Liabilities or obligation obligations of Seller of any nature of Sellerkind, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, contingent, matured or otherwise, whether arising out of acts currently existing or occurrences beforehereinafter created, on and such Liabilities or after the Closing Date obligations shall be retained by Seller (such liabilities other than the Assumed Liabilitiescollectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, without limitation, the following: (i) any Liabilities of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation:, fees and expenses of counsel, accountants, consultants, brokers, investment bankers, finders, advisers and others; (aii) any liabilities Liabilities relating to or arising out of the Excluded Assets; (iii) any Indebtedness of the Seller; (iv) any Liabilities of Seller for any present or former employees, independent contractors or consultants of Seller, including, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination or other payments or with respect to any Employee Benefit Plan; (v) any Liabilities for trade or accounts payable of Seller with respect to the Business; (vi) any Liabilities for any and all Taxes attributable to the ownership or operation of the Purchased Assets or the Business prior to the Closing (with, for this purpose, Taxes for the period in which the Closing Date occurs that relate to the period ending on the Closing Date shall be considered to be (x) in the case of Taxes imposed on a transactional basis or based upon income, receipts or similar items, the amount of such Taxes as determined based on an interim closing of the books on the Closing Date and (y) in the case of other Taxes, the amount of such taxes for the entire Tax period in which the Closing Date occurs, multiplied by a fraction, the numerator of which is the number of days in the portion of such tax period ending on the Closing Date and the denominator of which is the total number of days in such Tax period); (vii) any Liabilities for legal proceedings against the Seller or any of its Affiliates (i) or arising out of or relating to any pre-Closing period, the pre-Closing operation of the Excluded Business or the pre-Closing ownership, operation or use of any of the Purchased Assets, including ; (viii) any Removed Real Property, or (ii) Liabilities of the Seller arising prior to the Closing (other than as set forth in Section 1.3(b)under the Assigned Contracts, 1.3(f) or 1.3(h)); (b) and any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable Liabilities relating to any period after breach, act or omission by the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets Seller prior to the Closing Date;under any Assigned Contract; and (dix) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or Liabilities arising out of any nonperformance events, conduct or a breach conditions existing or default of such Other Contracts by Seller or its Affiliates occurring prior to the Closing Date; (i) Seller’s agreement to pay directly, that constitute a violation by the Seller or reimburse Buyer for, certain fees, expenses, Taxes the Business of or other items but only if and to non-compliance by the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to Seller or the extent accruing Business with any Law or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing DatePermit.

Excluded Liabilities. Other than Notwithstanding anything to the Assumed Liabilitiescontrary contained in this Real Estate Purchase Agreement or the Merger Agreement, Buyer is not assumingfrom and after the RE Closing, the Company (including as the Surviving Corporation) shall retain, and Gamma will not be liable have any Liability for, any liability or obligation of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date following Liabilities (such liabilities other than the Assumed Liabilitiescollectively, the “Excluded Liabilities”), including, without limitation:): (a) any liabilities of Seller Liability for or with respect to any Indebtedness owed by the Company or any of its Affiliates (i) relating Subsidiaries to any other Person (including, for the avoidance of doubt, Indebtedness owed to any Affiliate of the Excluded Assets, including any Removed Real Property, Company or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)its Subsidiaries); (b) except as provided in Section 1.2(b), any litigationLiability for Taxes attributable to or imposed upon the Company or any of its Subsidiaries, arbitrationor attributable to or imposed upon their respective assets or businesses (i) for the Pre-Closing Tax Periods, mediation and other claims or demands (ii) of any nature involvingmember of an affiliated, related consolidated, combined or unitary group of which the Company or its Subsidiaries (or any predecessor of the foregoing) is or was a member prior to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (the Closing Date, including any liability for the Taxes of any other Person under pursuant to Treasury Regulations Section 1.1502-6 (or any analogous or similar provision of state, local or foreign law), or (iii) as a transferee or successor, by Contract contract, law or otherwise, which Taxes relate to an event or transaction occurring on or before the Closing Date; (c) any Liability relating to employment of any employee, contractor or consultant of the Company or its Subsidiaries arising in the ordinary course of employment or service on or prior to the Closing Date, whether or not covered by workers’ compensation or other forms of insurance; (d) except for any Liabilities assumed pursuant to Section 1.2, any Liability arising as a result of any Proceeding initiated at any time, to the avoidance of doubt, excluding such Taxes attributable extent related to any period after action or omission or event or occurrence or fact occurring or in existence on or prior to the Closing Date under ordinary Date, including any Liability for (i) infringement or misappropriation of any Intellectual Property or any other rights of any Person (including any right of privacy or publicity) in any jurisdiction; (ii) breach of product warranties or any contractual or other warranties, whether express or implied or resulting from any course lendingof dealing or conduct; (iii) injury, lease death, property damage or commercial agreements being transferred other losses arising with respect to or assumed caused by Buyerproducts or services provided by any of the Company or any of its Subsidiaries or their respective businesses; or (iv) violations of any applicable Laws (other than RE Laws), including federal and state securities laws, Gaming Laws, and Laws relating to the operation of the Properties (e.g., building code and similar Laws but excluding zoning and land use Laws covered by Section 1.2(d)); (e) any Liability under or otherwise) or Taxes arising out of Seller’s operations the Company Plans; (f) any Liability for making payments or ownership any failure to make payments of any kind to any employees, consultants or contractors or any other service providers in connection with the business of the Purchased Assets Company and its Subsidiaries (including as a result of the Transactions, the termination of any employee, consultant or contractor by the Company or its Subsidiary or other claims arising out of the terms of employment with or service to the Company or any of its Subsidiaries) or with respect to payroll Taxes or any other employment Tax Liabilities in any jurisdiction, including any failure to withhold or collect or pay over any such Taxes to the relevant Governmental Entity, in each case, for periods prior to the Closing Date; (dg) all any Liability for costs or expenses of the Company and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder its Subsidiaries in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its AffiliatesTransactions; (h) all liabilities and obligations under any Liability attributable to, arising from or existing in relation to the Other ContractsAruba Operations or the Insight Disposition (including as a result of compliance with, or any breaches of, the covenants in Section 6.16 of the Merger Agreement); and (i) except as provided in Section 1.2, any Liability, whether or not specifically mentioned in this Section 1.3, to the extent accruing or arising out of any nonperformance or a breach resulting from the conduct of the business of the Company and its Subsidiaries or default the ownership, operation or use of such Other Contracts by Seller or the assets of the Company and its Affiliates Subsidiaries, including the Properties, in each case prior to the Closing Date; (i) Seller’s agreement , regardless of when any claim with regard to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing Datesuch Liability is made.

Excluded Liabilities. Other than Notwithstanding the Assumed Liabilitiesprovisions of Section 2.04(a) or any other provision in this Agreement to the contrary, Buyer is not assuming, neither Purchaser nor the Company shall assume and will shall not be liable forresponsible to pay, perform or discharge any liability or obligation of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date (such liabilities other than the Assumed Liabilities, the “Excluded Liabilities”), including, without limitation: (a) any liabilities Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the "Excluded Liabilities"). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (i) relating to any Liabilities of Seller or any of its Affiliates arising or incurred in connection with the Excluded Assetsnegotiation, including any Removed Real Propertypreparation, or investigation and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others; (ii) arising prior any Liability for (A) Taxes of Seller (or any stockholder or Affiliate of Seller) or relating to the Company, the Equipment, the Project Contracts or the Assumed Liabilities for any Pre-Closing Tax Period; (B) Taxes that arise out of the consummation of the transactions contemplated hereby; or (C) other than as set forth in Section 1.3(b), 1.3(fTaxes of Seller (or any stockholder or Affiliate of Seller) of any kind or 1.3(h)description (including any Liability for Taxes of Seller (or any stockholder or Affiliate of Seller) that becomes a Liability of the Purchaser under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); (biii) any litigation, arbitration, mediation and other claims or demands of any nature involving, related Liabilities relating to or arising from any Removed Real Propertyout of the Applicable Permits and Permit Applications; (civ) all liabilities for Taxes of Seller for any Tax period (including any liability for the Taxes Liabilities in respect of any other Person under Treasury Regulations Section 1.1502-6 (pending or any similar provision of statethreatened Action arising out of, local or foreign law), as a transferee or successor, by Contract (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred relating to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership otherwise in respect of the Purchased Assets operation of the Company or the Equipment or Project Contracts to the extent such Action relates to such operation on or prior to the Closing Date; (dv) all costs and expenses incurred by Seller in connection with this Agreement any product Liability or any Seller Transaction Document, including all claims similar claim for payment injury to a Person or property which arises out of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction is based upon any agreementexpress or implied representation, arrangement warranty, agreement or understanding between the claimant and guaranty made by Seller or any of its agents Affiliates, or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect by reason of the Purchased Assets that are owed improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by Seller to or any of its Affiliates; (hvi) all liabilities and obligations any recall, design defect or similar claims of any products manufactured or sold or any service performed by Seller or any of its Affiliates; (vii) any Liabilities of Seller for any present or former employees, officers, directors, retirees, independent contractors or consultants of Seller, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers' compensation, severance, retention, termination or other payments; (viii) any Environmental Claims, or Liabilities under the Other ContractsEnvironmental Laws, to the extent accruing arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing or otherwise to the extent arising out of any nonperformance actions or a breach or default omissions of such Other Contracts by Seller or its Affiliates prior to the Closing DateSeller; (iix) any trade accounts payable of Seller or the Company (A) which constitute intercompany payables owing to Affiliates of Seller’s agreement ; (B) which constitute debt, loans or credit facilities to pay directly, financial institutions; or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to (C) which did not arise in the extent expressly contemplated in this Agreementordinary course of business; (jx) all trade accounts payable and other operating liabilities any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of SellerSeller (including with respect to any breach of fiduciary obligations by same), except for indemnification of same pursuant to Section 6.03 as Seller Indemnified Parties; (xi) any Liabilities associated with debt, loans or credit facilities of Seller and/or the extent accruing or arising prior Guarantor owing to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statementfinancial institutions; and (kxii) all liabilities and obligations any Liabilities arising pursuant out of, in respect of or in connection with the failure by Seller or any of its Affiliates to Environmental Laws relating to comply with any Owned Real Property, to the extent accruing Law or arising prior to the Closing Dategovernmental order.

Excluded Liabilities. Other than Except for the Assumed Liabilities, Buyer is shall not assumingassume and under no circumstances shall Buyer be obligated to pay or assume, and will not neither the Assets nor any other assets of Buyer shall be or become liable forfor or subject to any liability, any liability indebtedness, commitment, or obligation of any nature of SellerSellers, whether mature known or unmatured, liquidated or unliquidatedunknown, fixed or contingent, known recorded or unknownunrecorded, currently existing or whether hereafter arising out of acts or occurrences before, on or after the Closing Date otherwise (such liabilities other than the Assumed Liabilitiescollectively, the “Excluded Liabilities”), including, without limitation, the following Excluded Liabilities: (a) any debt, obligation, expense or liability of Sellers that is not an Assumed Liability; (b) claims or potential claims for medical malpractice or general liability arising from events that occurred prior to the Effective Time; (c) those claims and obligations (if any) specified in Schedule 1.4 hereto; (d) any liabilities associated with or arising out of Seller or any of its Affiliates (i) relating to any of the Excluded Assets; (e) liabilities or obligations of Sellers in respect of periods prior to the Effective Time arising under the terms of the Medicare, including any Removed Real PropertyMedicaid, TriCare/CHAMPUS, Blue Cross, or other third party payor programs, and any liability arising pursuant to the Medicare, Medicaid, TriCare/CHAMPUS, Blue Cross, or any other third party payor programs as a result of the consummation of any of the transactions contemplated under this Agreement; (f) any liability or obligation of Sellers for Taxes, including, without limitation, (i) any Taxes arising as a result of Sellers’ operation of the Hospital or ownership of the Assets prior to the Effective Time, (ii) arising prior any property Taxes which are the obligation of Sellers pursuant to the Closing Section 1.9, and (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (biii) any litigation, arbitration, mediation and other claims or demands liability of any nature involving, related to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability Sellers for the unpaid Taxes of any individual, entity or other Person party under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local local, or foreign law), as a transferee or successor, by Contract (for the avoidance of doubtcontract, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Date; (d) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) liability for any and all intercompany accounts payable in respect claims by or on behalf of Sellers’ employees relating to periods prior to the Purchased Assets Effective Time including, without limitation, liability for any severance payments, pension, profit sharing, deferred compensation, or any other employee health and welfare benefit plans, liability for any EEOC claim, ADA claim, FMLA claim, wage and hour claim, unemployment compensation claim, or workers’ compensation claim (provided, however, that are owed by Seller this clause (g) shall not apply to any of its Affiliatesand all employee benefits constituting Assumed Liabilities); (h) all liabilities and obligations under the Other Contractsany obligation or liability accruing, to the extent accruing or arising out of, or relating to any federal, state or local investigations of, or claims or actions against, Sellers or any of their Affiliates or any nonperformance of their employees, medical staff, agents, vendors or a breach representatives with respect to acts or default of such Other Contracts by Seller or its Affiliates omissions prior to the Closing DateEffective Time; (i) Seller’s agreement to pay directlyany civil or criminal obligation or liability accruing, arising out of, or reimburse Buyer forrelating to any acts or omissions of Seller, certain feestheir Affiliates or their directors, expensesofficers, Taxes employees and agents claimed to violate any constitutional provision, statute, ordinance or other items but only if and to the extent expressly contemplated law, rule, regulation, interpretation or order of any Governmental Entity (as defined in this AgreementSection 3.8); (j) all trade accounts payable liabilities or obligations arising as a result of any breach by Sellers at any time of any contract or commitment that is not assumed by Buyer; (k) liabilities or obligations arising out of any breach by Sellers prior to the Effective Time of any Contract; (l) any recoupment with respect to periods prior to Closing in connection with audits performed by Zone Program Integrity Contractors, Medicare Recovery Audit Contractors, or other contractors or auditors pursuant to authority delegated by The Centers for Medicare and other operating Medicaid Services (“CMS”), the OIG, or state agencies; (m) any liabilities or obligations relating to information requests, proceedings, subpoenas or production requests brought or made by third parties with respect to the compliance prior to Closing of Seller, any of the Assets (to the extent accruing such Assets are not modified, altered or reconstructed after the Closing) with the requirements of the Americans with Disabilities Act, as amended, and Section 504 of the Rehabilitation Act of 1973; (n) any liabilities or obligations relating to or arising from any Environmental Condition relating to any of the Assets occurring or in existence prior to the Closing Date and not included as liabilities assumed or any noncompliance by Buyer on the Closing StatementSellers, or any Affiliate of Sellers, with respect to any Environmental Law; and (ko) any debt, obligation, expense, or liability of Sellers arising out of or incurred solely as a result of any transaction of Sellers occurring after the Effective Time or for any violation by Sellers of any law, regulation, or ordinance at any time. Sellers hereby acknowledge and agree that they are retaining, and are liable for, the Excluded Liabilities, and shall pay, discharge and perform all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing Datesuch Excluded Liabilities promptly when due.

Excluded Liabilities. Other than Notwithstanding any other provision of this Agreement, Buyer shall not assume, or otherwise be responsible for (and nothing in this Agreement or any Ancillary Agreement shall be construed as imposing on Buyer), except for the Assumed Liabilities, Buyer is not assuming, and will not be liable forLiabilities expressly specified in Section 2.2, any liability or obligation of any nature Liabilities of Seller, whether mature or unmaturedin each case, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences beforeprior to, on at or after the Closing Date (such liabilities other than the Assumed Liabilities, the “Excluded Liabilities”), which Excluded Liabilities include, without limitation, the following: (A) Any Liability of Seller or its ERISA Affiliates to or in respect of any employee, former employee or other service provider of Seller, including, without limitation: , (i) any Liability under any employment agreement or severance plan or agreement, whether or not written, between Seller and any Person (including without limitation under (a) any liabilities of that certain Employment Agreement by and between Seller or any of its Affiliates and ▇▇▇▇ ▇▇▇▇▇▇▇, (ib) relating to any of the Excluded Assetsthat certain Employment Agreement by and between Seller and ▇▇▇▇▇▇ ▇▇▇▇▇▇, including any Removed Real Propertyand (c) that certain Employment Agreement by and between Seller and ▇▇▇▇ ▇▇▇▇▇▇▇▇, or (ii) arising prior any Liability under any Employee Plan at any time maintained, contributed to or required to be contributed to by or with respect to Seller or under which Seller may incur Liability, or any contributions, benefits or Liabilities therefor, or any Liability with respect to the Closing withdrawal or partial withdrawal by Seller, any Subsidiary or any ERISA Affiliate from or termination of any Employee Plan and (other than as set forth iii) any claim related in Section 1.3(b)any way to employment, 1.3(f) or 1.3(h))termination of employment, pay equity, equal employment opportunity, discrimination, harassment, retaliation, wrongful termination, immigration, wages, hours, benefits, terms and conditions of employment, collective bargaining, the payment of social security and similar Taxes, occupational health and safety, and plant closing; (bB) any litigation, arbitration, mediation and other claims or demands Any Liability of Seller in respect of any nature involving, related to or Taxes; (C) Any Liability of Seller arising from any Removed Real Property; (c) all liabilities for Taxes injury to or death of any Person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in products manufactured or from services performed by or on behalf of Seller for any Tax period (including any liability for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (on or any similar provision of state, local or foreign law), as a transferee or successor, by Contract (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Date; (dD) all costs and expenses Any Liability of Seller under any Assigned Contract or Assigned Lease (i) that arises after the Closing Date but that arises out of or relates to any Default by Seller that occurred prior to the Closing Date or (ii) that was not incurred by Seller or in connection with this Agreement or any Seller Transaction Document, including all claims for payment the Ordinary Course of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or RepresentativesBusiness; (eE) all Indebtedness Any Liability of SellerSeller under any Contract or Lease that is not an Assigned Contract or Assigned Lease; (fF) all liabilities Any Liability of Seller arising out of or resulting from its compliance or relating to noncompliance with any employees, employee-related Law or employee benefit-related plans of SellerOrder; (gG) all intercompany accounts payable in respect Any Liability of Seller arising out of or related to any Legal Proceeding against it or any Legal Proceeding which has an adverse effect on the Purchased Assets that are owed by Seller or the Business and which was asserted on or prior to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, Closing Date or to the extent accruing the basis of which arose on or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (iH) Seller’s agreement Any Liability of Seller resulting from entering into, performing its obligations pursuant to pay directlyor consummating the transactions contemplated by this Agreement or any Ancillary Agreement (including, or reimburse Buyer forwithout limitation, certain fees, expenses, Taxes or other items but only if and any Liability of Seller pursuant to the extent expressly contemplated in Article VIII of this Agreement); (jI) all trade accounts payable and Any Liability of Seller to or in respect of any former or current members of Seller or any other operating liabilities holder of equity interests of Seller, including, without limitation, relating to this Agreement, any Ancillary Agreement or the transactions contemplated hereby and thereby; (J) Any Liability of Seller for any Funded Debt; (K) Any Liability of Seller arising out of any environmental or health and safety claims, costs or damages or for violation of Environmental Laws or Occupational Safety and Health Laws pertaining to the extent accruing Purchased Assets or arising the Business, which relate to conditions or events occurring or commencing prior to the Closing Date, including, without limitation, claims, costs or damages relating to any Environmental, Health and Safety Liabilities; (L) Any Liability of Seller for any indemnification obligations pursuant to any claim or notice received prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; andwith respect to any Intellectual Property; (kM) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing DateAny Liability that is not an Assumed Liability.

Excluded Liabilities. Other than Notwithstanding anything to the contrary contained in this Agreement, the Buyer shall not assume or be obligated (and Sellers and their Subsidiaries shall retain their respective obligations) to pay, perform or otherwise assume or discharge any Liabilities of Sellers or any Subsidiary of Sellers, except for the Assumed Liabilities, Buyer is not assuming, and will not be liable for, any liability or obligation of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date Liabilities (such liabilities other than the Assumed Liabilities, the “Excluded Liabilities”). In addition, including, without limitationthe following Liabilities of the Sellers and their Affiliates shall be Excluded Liabilities: (ai) all Liabilities of the Sellers and any liabilities of Seller their respective Affiliates for (i) Taxes of or imposed on any of the Sellers or any of its their respective Affiliates (i) relating to any of the Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable to the Assets relating to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to any portion of any period ending on or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Date; (dii) all costs and expenses incurred any Liabilities (w) relating to indebtedness for borrowed money, (x) evidenced by Seller in connection with this Agreement bonds, debentures, notes or similar instruments, (y) relating to indebtedness of others guaranteed by any Seller Transaction Documentand (z) in respect of letters of credit acceptance facilities, including all claims for payment letters of fees and/or expenses as a broker guaranty or finder similar instruments, in connection with each case, other than under the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or RepresentativesContracts; (eiii) all Indebtedness any Liabilities of SellerSellers 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; (fiv) all liabilities Liabilities relating to the Legal Actions set forth on Schedule 2.2(b)(iv); (v) all Liabilities arising from out of, in respect of or relating to any employeesof (x) the hiring, employee-related employment or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out termination of any nonperformance or Employee who is not a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; Transferred Employee, except as otherwise provided in Section 6.9(e), (iy) Seller’s agreement to pay directlyany Benefit Plan, or reimburse Buyer forexcept as otherwise provided in Section 6.9, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this (z) any Employment Agreement; (jvi) all trade accounts payable and other operating liabilities of Seller, Liabilities relating to the extent accruing or arising prior termination payment pursuant to the Closing Date Tempus Termination Agreement referred to in Section 3.16; (vii) all Liabilities under this Agreement and not included as liabilities assumed by Buyer on the Closing StatementAncillary Agreements; and (kviii) all liabilities and obligations Liabilities to the extent arising pursuant to Environmental Laws out of or relating to any Owned Real Property, to the extent accruing or arising prior to the Closing DateExcluded Asset.

Excluded Liabilities. Other than Notwithstanding anything to the contrary provided in Section 1.04 hereof, the Assumed LiabilitiesLiabilities shall not include the following liabilities, Buyer is not assuming, obligations and will not be liable for, commitments of the U.S. Sellers (or any liability or obligation of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after them) (the Closing Date (such liabilities other than the Assumed Liabilities, the “"Excluded Liabilities”), including, without limitation:"): (a) any liabilities of Seller liability, obligation or any of its Affiliates (i) relating to any of the Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h))commitment for borrowed money; (b) any litigationliability for Excluded Taxes, arbitration, mediation and other claims the U.S. Sellers' share of prorated Taxes under Section 2.03 or demands the U.S. Sellers' share of any nature involving, related Transfer Taxes pursuant to or arising from any Removed Real PropertySection 3.03; (c) all liabilities any liability, obligation or commitment for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Date; (d) all costs and expenses incurred by Seller (other than Transfer Taxes, as defined in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder Section 3.03) in connection with the origin, negotiation or and execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon transactions contemplated hereby (other than severance costs and liabilities referred to in Exhibit 2.04(g)(i)); (d) any agreementliability, arrangement obligation or understanding commitment of the U.S. Sellers under this Agreement or under any other agreement between one or more of the claimant U.S. Sellers and Seller Buyer entered into on or any after the date of its agents or Representativesthis Agreement in accordance with the terms hereof; (e) all Indebtedness any liability, obligation or commitment relating to any of Sellerthe U.S. Sellers' Plans, except to the extent Buyer is assuming such liabilities, obligations and commitments pursuant to Section 1.04(c); (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Sellerintercompany accounts between the U.S. Sellers and their affiliates; (g) all intercompany accounts payable claims relating to COBRA (as defined in respect of Section 8.08) coverage, to the Purchased Assets that are owed by Seller to any of its Affiliatesextent provided in Section 8.08; (h) all liabilities and obligations under any liability, obligation or commitment primarily related to the Other Contracts, Excluded Assets (except to the extent accruing provided in Section 1.04(c), Section 1.06 and Section 1.07 hereof) and any other assets of the U.S. Sellers not transferred to and not purchased by Buyer; (i) any liability, obligation or commitment of each U.S. Seller for severance pay to persons formerly on the payroll of the U.S. Business (or any predecessor payroll) to the extent not accrued on the Final Closing Statement; (i) any liability, obligation or commitment arising out of any nonperformance from workers' compensation claims or a breach or default of such Other Contracts by Seller or its Affiliates health insurance/benefit claims (to the extent provided in Section 8.06) related to the U.S. Business that are asserted prior to the Closing Date; , (iii) Seller’s agreement workers' compensation claims resulting from accidents occurring prior to pay directly, the Closing Date that cause death or reimburse Buyer for, certain fees, expenses, Taxes loss of limbs or other items but only if severe physical injuries (e.g., broken backs or other physical injuries requiring hospitalization other than on an outpatient basis), and (iii) in the case of claims asserted by persons employed at the Lockport Plant, (A) workers' compensation claims asserted by such persons at any time that relate to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising injuries incurred prior to the Closing Date and not included as liabilities assumed (B) health insurance/benefit claims asserted by persons employed by the U.S. Sellers at the Lockport Plant (except to the extent any such persons are employed by Buyer, in which case Buyer on shall be liable for such health insurance/benefit claims in accordance with the Closing Statementterms of Section 8.06); and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Propertyliability, to obligation, or commitment set forth in Section 1.05(k) of the extent accruing or arising prior to the Closing DateDisclosure Schedule.

Excluded Liabilities. Other than It is expressly understood and agreed that, -------------------- notwithstanding anything to the contrary, in this Agreement, Assumed Liabilities, Buyer is Liabilities shall not assuming, and will not be liable for, any liability or obligation of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after include the Closing Date following (such liabilities other than the Assumed Liabilitiescollectively, the “"Excluded Liabilities”), including, without limitation:"): -------------------- (a) any all liabilities to the extent arising out of Seller or any of its Affiliates (i) relating to any of the Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) all liabilities and obligations for which Seller has expressly assumed responsibility pursuant to this Agreement (including, without limitation, all income Taxes attributable to the Assets for any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real Propertypre-Closing period); (c) all liabilities for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership trade payables of the Purchased Assets prior to Seller in existence at the Closing Date; (d) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or RepresentativesSeller's obligations under this Agreement; (e) all Indebtedness debts, liabilities or obligations of the Seller that do not arise out of or are not related to the Business or that do not otherwise arise out of or are not otherwise related to the Assets; (f) except as set forth in Section 7, any liability or obligation to or with respect to Seller's employee benefit plans and any agreement relating to employee benefits, employment or compensation; (g) any liability or obligation of Seller arising from indebtedness for borrowed money of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all any liabilities and or obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance the ownership, leasing or a breach or default of such Other Contracts occupation by Seller of any real property, including any liabilities or its Affiliates prior to obligations arising out of the Closing Date;release of any Materials of Environmental Concern at or from any such real property; and (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to all Deferred Revenue of the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities Business as of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing DateClosing.

Excluded Liabilities. Other than Except as set forth in Section 1.3, the Assumed Liabilities, Buyer is shall not assuming, and will not assume or be liable for, responsible for any liability of the liabilities or obligation obligations of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date Sellers (such liabilities other than the Assumed Liabilitiescollectively, the “Excluded Liabilities”), including, including without limitation: (a) any and all liabilities of Seller or any of its Affiliates (i) obligations associated with or relating to any of the Excluded Assets, including any Removed Real Propertylong term indebtedness and any intercompany payables or receivables of the Sellers owed to any one or more of Sellers or Sellers’ Affiliates; members, managers or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h))partners; (b) any litigationliability, arbitrationcomplaint, mediation and other claims claim or demands obligation of any kind, character or nature involvingarising out of (i) the conduct of the Sellers whether or not in connection with the operations of the Business (except as expressly provided for in Section 1.3), related or (ii) the employment by the Sellers of any employees of the Business or the provision of any employee benefit to such employees pursuant to any plan, program or arising from arrangement maintained by any Removed Real PropertySeller (whether or not subject to ERISA and whether or not written), whether such claim arises before or after the Closing Date and whether or not such employees become Buyer’s employees; (c) all liabilities for Taxes of Seller for any Tax period (including any liability for or obligation of the Taxes Sellers owing to any equity holder or Affiliate thereof including, without limitation, any obligations arising out of or related to the transactions contemplated hereby; (d) any liabilities related to (i) income taxes of the Sellers, (ii) all other taxes attributable to the Sellers or to Sellers’ operation of the Business including, but not limited to, sales and use taxes, and (iii) taxes of any other Person under Treasury Regulations Section 1.1502-6 person or third party (except Buyer) pursuant to an agreement or otherwise; (e) any similar provision liabilities, responsibilities and obligations relating to the operation of state, local the Business or foreign law), as a transferee or successor, by Contract (for the avoidance actions of doubt, excluding such Taxes attributable the Sellers prior to any period after the Closing Date under ordinary course lendingany rule, lease regulation, law, mandate, decision or commercial agreements being transferred to or assumed by Buyerorder of the MPSC, KCC, FCC, National Exchange Carriers Association (“NECA”), Universal Service Administration Company (“USAC”) or otherwise) any other Governmental Entity (as defined in Section 8.9(d)), whether enacted or Taxes arising out of Seller’s operations promulgated before, on or ownership of the Purchased Assets prior to after the Closing Date; (df) all costs and expenses any liabilities existing or arising under Environmental Laws attributable to or incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker result of any acts, omissions or finder conditions first occurring or in connection with existence as of or prior to the originClosing Date, negotiation including, but not limited to, liabilities for the release, threatened release, handling, discharge, treatment, storage, disposal, transport, presence, or execution migration of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; Regulated Materials (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Selleras defined in Section 2.12(d)); (g) all intercompany accounts payable in respect of the Purchased Assets that are owed any obligation or requirement imposed by Seller any Governmental Entity, including any Environmental Authority (as hereinafter defined) arising and required to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates be performed prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (kh) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real PropertySellers’ contract with GVNW Consulting, to the extent accruing or arising prior to the Closing Date.Inc.

Excluded Liabilities. Other than Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer and/or the relevant Designated Buyers are assuming only the Assumed Liabilities, Buyer is Liabilities and are not assuming, and will not be liable for, assuming any liability other Liability of the Sellers or obligation any of any nature their Affiliates of Sellerwhatever nature, whether mature presently in existence or unmatured, liquidated arising hereafter and whether or unliquidated, fixed not related to the Purchased Assets or contingent, known or unknown, or whether arising out the Purchased Business. All such other Liabilities shall be retained by and remain Liabilities of acts or occurrences before, on or after the Closing Date applicable Seller (all such liabilities other than the Assumed Liabilities, Liabilities not being assumed being herein referred to as the “Excluded Liabilities”). Notwithstanding any provision in this Agreement or any other writing to the contrary, including, without limitationthe Excluded Liabilities include the following: (a) all Liabilities for Taxes (A) of any liabilities of Seller or any of its Affiliates stockholders (ior members) relating to any of the Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) contract or otherwise) or Taxes (B) arising out of Seller’s operations from or attributable to the ownership of the Purchased Assets or the operation of the Purchased Business for any Tax period (or portion thereof) ending on or 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 costs Black Lung Liabilities and expenses incurred by Seller in connection Workers’ Compensation Liabilities related to the Purchased Assets, including to and with this Agreement respect to Business Employees and former employees who worked or who were employed at the Purchased Assets, including, but not limited to, any such Black Lung Liabilities and Workers’ Compensation Liabilities of the Sellers or any of their respective Affiliates with respect to any of their respective predecessors; (e) any Liability with respect to the Seller Transaction DocumentExpenses; (f) any Liability to the extent relating to or arising out of an Excluded Asset; (g) any Liabilities of any Seller or any of their Affiliates relating to or arising from unfulfilled commitments, including all claims for payment 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 fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon failure by any agreement, arrangement or understanding between the claimant and Seller or any of its agents Affiliates to comply with any Applicable Law or Representativesorder 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; (ej) other than the Assumed Liabilities pursuant to Section 2.03(b) and Section 2.03(f), 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 Indebtedness of SellerCure Costs associated therewith; (fk) all liabilities arising from or relating any Liability with respect to any employees, employee-related coal sales or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of other goods sold or any service provided by the Purchased Assets that are owed by Seller to any of its Sellers or their Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing 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 operation of the Purchased Business or pertaining to the Purchased Assets, in each case prior to Closing; and (m) any Liability (whether arising before, on or after Closing) with respect to any employee or former employee of any Seller or any Affiliate of any Seller (or any 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 any nonperformance or a breach relating to events occurring on or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (jo) all trade accounts payable payable, all accrued operating expenses and other operating current liabilities of Seller, the Sellers related to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing StatementPurchased Business; and (kp) all liabilities and obligations arising any Liabilities pursuant to Environmental Laws relating Law arising from or related to any Owned Real Propertyuse, 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 extent accruing or arising prior to Purchased Business (the Closing Date“Excluded Off-Site Environmental Liabilities”).

Excluded Liabilities. Other than At the Assumed LiabilitiesClosing, Buyer is not assumingSeller or its Affiliates shall retain (or, if necessary, expressly assume), and will shall be responsible for paying, performing and discharging when due, and Purchaser shall not be liable assume or have any responsibility for, any liability or obligation of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date following Liabilities (such liabilities other than the Assumed Liabilitiescollectively, the “Excluded Liabilities”), including, without limitation:): (a) any liabilities all Liabilities of Seller or any of its Affiliates (i) to the extent relating to any or arising out of Seller’s Other Businesses or the Excluded Assets, including any Removed Real Property, Assets or (ii) arising prior otherwise not primarily related to the Closing (other than as set forth in Section 1.3(b)Business, 1.3(f) Purchased Assets or 1.3(h))Assumed Liabilities; (b) any litigation, arbitration, mediation and other claims or demands all Liabilities in respect of any nature involving, related to or arising from any Removed Real Propertythe Transferred Employee Accrual; (c) all liabilities for Taxes of Seller for any Tax period (including any liability for Liabilities relating to the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provision of stateEmployee Benefit Plans, local or foreign law)including, as a transferee or successor, by Contract (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending▇▇▇▇▇▇▇▇▇ Retention Agreement, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Dateexcept as otherwise provided in Article 8; (d) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or RepresentativesLiabilities relating to Business Employees who are not Transferred Employees; (e) all Indebtedness pre-Closing Tax Liabilities of SellerSeller and its Affiliates, including those Liabilities retained by Seller pursuant to Article 9; (f) all liabilities arising from indebtedness for borrowed money of Seller or relating to any employeesof its Affiliates under any note, employee-related bond, credit agreement or employee benefit-related plans of Sellersimilar instrument with any financial institution, including, without limitation, under the Credit and Security Agreement; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by payables and loans between Seller to and any of its Affiliates, or between any Affiliate of Seller and any other Affiliate of Seller; (h) all liabilities and any Liabilities or obligations of Seller under this Agreement or the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date;Ancillary Agreements; and (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to all Liabilities set forth on Schedule 2.4(i) of the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing DateSeller Disclosure Schedule.

Excluded Liabilities. Other than the Assumed LiabilitiesIt is expressly understood that Buyer shall not assume, Buyer is not assuming, and will not pay or be liable forfor any liability or obligation of Seller of any kind or nature at any time existing or asserted, whether known, unknown, fixed, contingent or otherwise, not specifically assumed herein by Buyer, including, without limitation, any liability or obligation of any nature of Sellerrelating to, whether mature resulting from or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts any fact existing or occurrences beforeevent occurring prior to, on or after relating to the Assets prior to, the Closing Date (such liabilities other than the Assumed Liabilitiescollectively, the “Excluded "Liabilities”"), includingand Seller shall indemnify, without limitation:defend and hold harmless Buyer against the Liabilities. Without limiting the generality of the foregoing, Buyer shall not assume the following with respect to Seller and the Assets (all of which are deemed to be included within the "Liabilities"): (a) any liabilities liability or obligation of Seller arising out of or any in connection with the negotiation and preparation of its Affiliates (i) relating to any this Agreement and the consummation and performance of the Excluded Assetstransactions contemplated hereby, including whether or not such transactions are consummated including, but not limited to, any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h))tax liability so arising; (b) any litigationliability or obligation under contracts or other agreements, arbitrationwhether written or oral, mediation and other claims to which Seller is a party or demands of by or to which it or its assets, properties or rights are bound or subject including, without limitation, any nature involving, related to or arising from any Removed Real Propertylicenses; (c) all liabilities for Taxes any liability or obligation of the Seller, or any consolidated group of which Seller is a member, for any Tax period (including foreign, federal, state, county or local income, franchise, employee withholding, FICA, employment, payroll related, excise, sales, use, gross receipts, property or any liability for the Taxes other tax 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior sort relating to the Closing DateAssets; (d) all costs and expenses incurred by any liability or obligation of Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representativesmoney borrowed; (e) all Indebtedness any liability or obligation for personal injury, property damage or otherwise because of Sellerany matter or thing whatsoever including, but not limited to, alleged negligence or breach of warranty or under any other theory of product liability; (f) all liabilities arising from any liability or relating obligation to pay damages by reason of any employees, employee-related breach of any obligations or employee benefit-related plans any other acts or omissions of Seller; (g) all intercompany accounts payable in respect any liability or obligation of the Purchased Assets that are owed by Seller relating to any of its Affiliatesclaims, lawsuits, arbitrations or other proceedings; (h) all liabilities and obligations under the Other Contracts, to the extent accruing any liability or arising out obligation of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Propertycollective bargaining agreements, any trust agreements (including but not limited to the extent accruing health and welfare trusts, pension trusts and legal services trusts) or arising prior any employee benefit programs (including but not limited to the Closing Datewages, vacation entitlement, severance, holiday pay entitlement, payroll taxes, unemployment compensation contributions, insurance premiums and workers compensation, employee agreements, pension or profit sharing fund withdrawal liability).

Excluded Liabilities. Other than the Assumed LiabilitiesBuyer shall not assume or be obligated to pay, Buyer is not assuming, and will not be liable for, perform or otherwise discharge any liability or obligation of any nature of either Seller, whether mature direct or unmatured, liquidated or unliquidated, fixed or contingentindirect, known or unknown, absolute or whether arising out contingent, not expressly assumed by Buyer pursuant to the Instrument of acts or occurrences before, on or after the Closing Date Assumption (all such liabilities other than the Assumed Liabilities, and obligations not being assumed being herein called the “Excluded Liabilities”)) and, includingnotwithstanding anything to the contrary in Section 2.3, without limitationnone of the following shall be Assumed Liabilities for purposes of this Agreement: (a) any liabilities in respect of Taxes for which either Seller or any of its Affiliates (i) relating is liable pursuant to any of the Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h))7.2; (b) except as provided in Section 2.3(a)(ii), any litigation, arbitration, mediation payables and other claims liabilities or demands obligations of either Seller to any nature involvingof its employees or Affiliates or any member or other or former employee or member or either Seller, related to including any accrued bonuses or arising from any Removed Real Propertycommissions as of the Closing; (c) all any costs and expenses incurred by either 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 for Taxes of Seller for any Tax period (including any liability for the Taxes or obligations in respect of any other Person under Treasury Regulations Section 1.1502-6 Excluded Assets; (e) any liabilities in respect of the lawsuits, claims, suits, proceedings or investigations set forth in Schedule 5.22; or (f) any similar provision liabilities and obligations related to, associated with or arising from (i) the occupancy, operation, use or control of state, local or foreign law), as a transferee or successor, by Contract (for any of the avoidance of doubt, excluding such Taxes attributable Business Property prior to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer(ii) or otherwise) or Taxes arising out of Seller’s operations or ownership the operation of the Purchased Assets Business prior to the Closing Date; , in each case described in clauses (di) all costs and expenses (ii) incurred or imposed by Seller in connection with this Agreement any Requirements of Laws, including liabilities and obligations related to, or arising from, any Seller Transaction DocumentRelease of any Contaminant on, at or from the Business Property, including all claims for payment of fees and/or expenses as a broker facilities, improvements, structures and equipment thereon, surface water thereon or finder in connection with the originadjacent thereto and soil or groundwater thereunder, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents conditions whatsoever on, under or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default vicinity of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing Datereal property.

Excluded Liabilities. Other than Notwithstanding any other provision of this Agreement, except for the Assumed LiabilitiesLiabilities expressly specified in Section 2.2, Buyer is shall not assumingassume, and will not or otherwise be liable responsible for, any liability or obligation of any nature Liabilities of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences beforeprior to, on at or after the Closing Date date hereof (such liabilities other than the Assumed Liabilities, the “Excluded Liabilities”), includingwhich Excluded Liabilities include, without limitation: (a) Except as otherwise provided in Section 6.6, any liabilities Liability to or in respect of any employees or former employees of Seller or any of its Affiliates including without limitation (i) relating to any of the Excluded Assetsemployment agreement, including whether or not written, between Seller and any Removed Real Propertyperson, or (ii) arising any Liability under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder) (an “Employee Plan”) at any time maintained, contributed to or required to be contributed to by or with respect to Seller under which Seller may incur Liability, or any contributions, benefits or Liabilities therefor, or any Liability with respect to Seller’s withdrawal or partial withdrawal from or termination of any Employee Plan and (iii) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation law or regulation or under any federal or state employment discrimination law or regulation, which shall have been asserted on or prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) Date or 1.3(h))is based on acts or omissions which occurred on or prior to the Closing Date; (b) any litigation, arbitration, mediation and other claims or demands Any Liability of Seller in respect of any nature involving, related to or arising from any Removed Real PropertyTax (except as provided for in this Agreement); (c) all liabilities for Taxes Any Liability arising from any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in products manufactured or from services performed by or on behalf of Seller for any Tax period (including any liability for the Taxes of or any other Person under Treasury Regulations Section 1.1502-6 (person or any similar provision of state, local entity on or foreign law), as a transferee or successor, by Contract (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Date; (d) all costs and expenses incurred by Any Liability of Seller in connection with this Agreement arising out of or related to any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Action against Seller or any Action which adversely affects the Assets and which shall have been asserted on or prior to the Closing Date or to the extent the basis of its agents which shall have arisen on or Representativesprior to the Closing Date, including, without limitation, the litigation between Health Discovery and Seller (Health Discovery Corporation v. Ciphergen Biosystems, Inc. Case No. 2:06-cv-00260-TJW (U.S. District Court, Eastern District of Texas, Marshall Division); (e) all Indebtedness Any Liability of Seller; Seller resulting from entering into, performing its obligations pursuant to or consummating the transactions contemplated by, this Agreement (f) all liabilities arising from or relating including without limitation any Liability of Seller pursuant to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing StatementArticle X hereof); and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing Date.

Excluded Liabilities. Other than Notwithstanding any provision in this Agreement to the Assumed Liabilitiescontrary, Buyer is shall not assumingassume and shall not be obligated to assume or be obliged to pay, perform or otherwise discharge any Liability of any Seller, and will not each Seller shall be solely and exclusively liable for, any liability or obligation with respect to all Liabilities of any nature of such Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date (such liabilities other than the Assumed LiabilitiesLiabilities (collectively, the “Excluded Liabilities”). For the avoidance of doubt and notwithstanding anything to the contrary in this Agreement, including, without limitationthe Excluded Liabilities with respect to each Seller include (i) any claims under Sections 503 and 507 of the Bankruptcy Code and (ii) the following: (a) any liabilities Liability of such Seller, arising out of, or relating to, this Agreement or the transactions contemplated hereby, whether incurred prior to, at or subsequent to the Closing Date, including all finder’s or broker’s fees and expenses and any and all fees and expenses of any Representatives of such Seller, but excluding (x) any Liabilities of such Seller arising from or otherwise attributable to a breach of the covenant in Section 5.8(a), and (y) any Transfer Taxes as provided in Section 5.8(b); (b) any Liability incurred by either Seller’s respective directors, officers, managers, stockholders, members, partners, agents or employees (acting in such capacities); (c) any Liability of such Seller to any Person on account of any Proceeding to the extent relating to facts, circumstances or events that existed or occurred before the Closing; (d) any Liability to the extent relating to, resulting from, or arising out of the ownership or operation of an Excluded Asset; (e) the accrued Liabilities of such Seller set forth on Schedule 1.4(e); provided, however, notwithstanding anything to the contrary set forth in this Agreement, in no event shall any Accrued Liability constitute an Excluded Liability; (f) any Liability arising out of or incurred as a result of any actual or alleged violation by any Seller of any Law prior to the Closing, or related to the Acquired Business that arises under or relates to a violation of or obligation under Environmental Laws with respect to acts, omissions or conditions occurring on or prior to the Closing, including any Liability of any Seller or related to the Acquired Business with respect to the release, handling, discharge, treatment, storage, generation, disposal or presence of Regulated Substances occurring on or prior to the Closing at any location,, including as set forth on Schedule 1.4(f); (g) all checks and drafts that have been written or submitted by such Seller prior to the close of business on the Closing Date but have not yet cleared; (h) other than as explicitly included in Assumed Liabilities, any Liability of such Seller for any Indebtedness, including Indebtedness under the Credit Facility, any Indebtedness owed to any stockholder or other Affiliate of any such Seller, and any Contract evidencing any such financing arrangement; (i) all Liabilities under the WARN Act to the extent resulting from an employment loss or layoff (as defined in the WARN Act) initiated by Seller or any of its Affiliates or the purchaser of the Pharma Business; (j) all Liabilities in respect of any employee or other service provider of Seller or any of its Affiliates who does not become a Transferred Employee (i) relating to any of the Excluded Assets, including any Removed Real Property, or (ii) whether arising prior to to, on or after the Closing Date), and all Liabilities (other than as set forth any Assumed Liability) in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands respect of any nature involving, related to or Transferred Employee arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Date; (dk) other than (x) Tax Liabilities included in clauses (ii) or (vii) of the definition of Accrued Liabilities, and (y) Transfer Taxes for which Buyer is responsible pursuant to Section 5.8(b), (i) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims Liabilities for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default Taxes of such Other Contracts by Seller or its Affiliates (other than the Acquired Subsidiaries) for any taxable period, and (ii) Liabilities for Taxes relating to the Acquired Business or the Purchased Assets attributable under the principles of Section 5.8(c) to periods (or portions thereof) ending on or prior to the Closing Date, except for any Taxes of an Acquired Subsidiary, in each case; (il) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if any and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and owed by any Seller to any other operating liabilities Seller or any Affiliate of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statementa Seller (other than an Acquired Subsidiary); and (km) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Propertyother than as specifically set forth herein, fees or expenses of such Seller incurred with respect to the extent accruing or arising prior to the Closing Datetransactions contemplated by this Agreement.

Excluded Liabilities. Other than the Assumed Liabilities, Buyer is Purchaser shall not assuming, assume and will shall not be liable forresponsible to pay, perform or discharge any liability of the following liabilities or obligation obligations of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date Vendor (such liabilities other than the Assumed Liabilitiescollectively, the “Excluded Liabilities”), including, without limitation:): (a) any liabilities or obligations arising out of Seller or any of its Affiliates (i) relating to any Vendor’s ownership or operation of the Excluded AssetsBusiness and the Purchased Assets before the Closing Time, including without limitation, any Removed Real Propertyliabilities or obligations with respect to freight, or (ii) arising prior to utilities, common area maintenance and expenses, outstanding rent payments, insurance and related operating expenses of the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h))Business and the Purchased Assets; (b) any litigation, arbitration, mediation and other claims liabilities or demands of any nature involving, related obligations relating to or arising from any Removed Real Propertyout of the Excluded Assets; (c) with the exception of (1) any Transfer Taxes or Apportioned Taxes for which Purchaser is responsible pursuant to Section 2.8(a) or Section 2.8(c), respectively, and (2) any Non-Income Taxes attributable to the Business with respect to the Interim Tax Period, (i) all liabilities for Taxes of Seller for the Vendor with respect to any Tax period Pre-Closing Period, (including any liability for the ii) all Taxes of any Person other Person under than the Vendor for which the Vendor is liable pursuant to Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of state, local or foreign non-U.S. law)) as a result of the Vendor and such Person being members of the same consolidated, combined, unitary or similar Tax group prior to Closing, or (iii) any Taxes, with respect to any Pre-Closing Period, of any Person other than the Vendor for which the Vendor is liable (A) as a transferee or successorsuccessor or otherwise by operation of law as a result of a merger or other transaction occurring prior to Closing or (B) as a result of a Contract entered into by the Vendor prior to Closing, by Contract (for the avoidance of doubtbut excluding, excluding such Taxes attributable to in each case, any period after the Purchaser Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing DateTaxes; (d) any liabilities or obligations, other than Apportioned Employee Expenses, relating to or arising out of (i) the Vendor Benefit Plans or all costs and expenses incurred other compensation or benefit plans, programs or agreements that are sponsored, maintained or contributed to by Seller in connection with this Agreement Vendor or any Seller Transaction DocumentAffiliate of Vendor, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller respect to which Vendor or any Affiliate of its agents Vendor has any liability, (ii) the employment, or Representativestermination of employment, of (A) any Transferred Employee before the Closing Time (B) any Employee of Vendor or an Affiliate of Vendor who does not become a Transferred Employee or (C) any other former employee, current or former independent contractor or consultant of Vendor or an Affiliate of Vendor who does not become a Transferred Employee, (iii) workplace safety insurance or workers’ compensation claims of any Transferred Employee that relate to events occurring before the Closing Date, or (iv) the WARN Act and the NY WARN Act in respect of any Employee of Vendor who does not become a Transferred Employee; (e) all Indebtedness any liabilities or obligations of Seller;Vendor arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including fees and expenses of counsel, accountants, consultants, advisers and others; and (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under of Vendor set forth in Section 2.4(f) of the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing DateDisclosure Schedules.

Excluded Liabilities. Other than It is hereby acknowledged and agreed that, except for the Assumed Liabilities, Buyer is shall not assumingassume or be obligated to pay, and will not be liable for, perform or otherwise discharge any liability obligations or obligation of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date (such liabilities other than the Assumed Liabilities, the “Excluded Liabilities”), including, without limitation: (a) any liabilities of Seller or any of its Affiliates Affiliates, whether or not related to the Business and whether direct or indirect, known or unknown, or absolute or contingent, including, but not limited to, the following (iall of such obligations and liabilities not so assumed by Buyer being herein called the “Excluded Liabilities”): (a) relating any liabilities, payables or obligations to any of the extent related to Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law), its Affiliates as a transferee or successor, by Contract (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out result of Seller’s operations operation of the Business or ownership of the Purchased Assets prior to the Closing DateClosing; (c) except as otherwise provided in Section 5.4 hereof, any liability for Taxes of Seller incident to or arising from the consummation of the transactions contemplated under this Agreement, including any bulk sales, sales or use taxes imposed on the transfer of the assets from Seller to Buyer, or similar taxes incident to the Sale; (d) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims liability for payment any Taxes of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents Affiliates or Representativesof any consolidated, combined or unitary group of which Seller is or was a member, including (but not limited to) any liability pursuant to Treasury Regulation Section 1.1502-6 or any analogous state, local or foreign tax provisions; (e) all Indebtedness any liability for Taxes of Selleranother Person resulting from an agreement entered into by Seller or any of its Affiliates, pursuant to which Seller or any of its Affiliates has an obligation in respect of the Taxes of such other Person; (f) all liabilities arising from any liability in respect of any Employee Compensation Payments or relating to any employees, employee-related or employee benefit-related plans the disposition of Options under Seller’s Option Plan; (g) all intercompany accounts payable in respect any liabilities or obligations of the Purchased Assets that are owed by Seller to or any of its AffiliatesAffiliates for any professional, financial advisory or consulting fees and expenses incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement and the transactions contemplated hereby, or any other proposed transaction for the direct or indirect sale of the Business or any portion thereof, including, the fees, expenses and disbursements of Seller’s counsel and accountants (including accountants fees, expenses and disbursements in connection with the preparation of the Business Financial Statements); (h) all liabilities and obligations under the Other Contracts, to the extent accruing any liability or arising out obligation of any nonperformance or a breach or default of such Other Contracts by Seller or any of its Affiliates prior to the Closing Datefor Indebtedness, including any secured convertible promissory notes and promissory notes in favor of Western Technology Investment; (i) Seller’s agreement any liability or obligation to pay directlywhich any Buyer, any Purchased Assets or reimburse Buyer for, certain fees, expenses, Taxes the Business becomes subject that would not otherwise constitute an Assumed Liability arising as a result of failure to comply with bulk sales laws or other items but only if and to the extent expressly contemplated in this Agreementany similar law; (j) all trade accounts payable and other operating liabilities of Seller, any liability or obligation for which Seller has agreed to indemnify Buyer under this Agreement or the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing StatementAncillary Agreements; and (k) all liabilities and obligations arising pursuant any liability or obligation designated as an Excluded Liability on Schedule 2.4(k) or any other Schedule to Environmental Laws relating to this Agreement. (l) any Owned Real Propertyliability, except to the extent accruing or arising prior of Buyer’s obligations pursuant to the Closing DateSub-Lease, arising out of or relating to the Facilities Lease or the letter of credit in the initial amount of $872,400 in favor of the landlord to secure payments required pursuant to the Facilities Lease.

Excluded Liabilities. Other than Except for the Assumed Liabilities, the Buyer is shall not assuming, and will not assume or be liable for, and does not undertake or attempt to assume or discharge: 1.3.3.1 any liability or obligation of any nature of Seller, whether mature Owner or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether Seller arising out of acts any Contract not included in the Contract Schedules or occurrences assumed by the Buyer under Sections 2.5 or 5.4 and any liability arising under Contracts before Closing except to the extent of any reserve therefor in the Closing Date Balance Sheet; 1.3.3.2 any liability or obligation of any Owner or Seller arising out of or relating to any pension, 401(k), retirement or profit sharing plan or trust, except to the extent shown as a liability on the Closing Balance Sheet; 1.3.3.3 any liability or obligation of any Owner or Seller arising out of or relating to any consulting agreement with an information technology consultant or employment agreement, written or oral, any severance pay or other liability relating to any employee or information technology consultant of the Seller not specifically accepted by the Buyer; 1.3.3.4 any liability or obligation of any Owner or Seller arising out of or relating to any litigation, proceeding or claim by any person or entity relating to the Owners, the Seller, the Business or the Assets before the Closing Date, whether such litigation, proceeding or claim is pending, threatened or asserted before, on or after the Closing Date (such liabilities Date; and 1.3.3.5 other than the Assumed Liabilities, any and all other liabilities, obligations, debts or commitments of any Owner or Seller whatsoever, whether accrued now or hereafter, whether fixed or contingent, whether known or unknown, or any claims asserted against any Owner or Seller, any employee of the “Excluded Liabilities”)Seller, the Business or any of the Assets or other items owned by the Seller at the Closing relating to any event (whether act or omission) before the Closing Date, including, without limitation: (a) any liabilities of Seller or any of its Affiliates (i) relating to any of , the Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Date; (d) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the originall taxes, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon including, without limitation, any agreementcorporate income, arrangement or understanding between the claimant franchise, sales, use, business and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing Dateoccupation taxes.

Excluded Liabilities. Other than Except as expressly assumed pursuant to Section 1.3, the Assumed Liabilities, Buyer is not assuming, assuming and will shall not be liable for, have any liability or obligation whatsoever for any Liabilities of the Seller or any nature of Sellerits predecessors or Affiliates whatsoever, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether not arising out of acts the ownership or occurrences beforeoperation of the Business or the Acquired Assets, on or after all of which will be retained and satisfied by the Closing Date Seller (such liabilities other than the Assumed Liabilities, the “Excluded Liabilities”). Without limiting the generality of the foregoing, includingBuyer shall not assume or be deemed to assume any of the following Liabilities, without limitationall of which shall constitute Excluded Liabilities: (a) Liabilities arising under or relating to any liabilities written or oral Contract to which the Seller is a party or by which the Seller, or any of its assets or properties is otherwise subject or bound, other than Liabilities arising under the Assigned Contracts to the extent specifically set forth in Section 1.3(a), including those Contracts set forth on Schedule 1.4(a) attached hereto; (b) Liabilities of the Seller or any of its predecessors or Affiliates in respect of any Indebtedness; (c) Liabilities of the Seller or any of its predecessors or Affiliates in respect of any Transaction Expenses; (d) Liabilities of the Seller or any of its predecessors or Affiliates to any Affiliate or current or former stockholder, convertible debt holder or option or warrant holder (or any of their successors, assigns, heirs or legal representatives) of the Seller or any of its predecessors or Affiliates; (e) Liabilities of the Seller or any of its predecessors or Affiliates for or in respect of Taxes and any Taxes resulting from or relating to the consummation of the transactions contemplated hereby (including any Taxes that may become due as a result of any bulk sales or similar tax that may be assessed against the Seller or any of its Affiliates (i) relating to any of following the Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)Closing); (bf) any litigation, arbitration, mediation and other claims or demands Liabilities of any nature involving, related to or arising from any Removed Real Property; (c) all liabilities for Taxes of the Seller for any Tax period (including any liability for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provision of its predecessors or Affiliates to any present or former director, officer, employee, consultant or independent contractor of the Seller or its predecessors or Affiliates, including Liabilities arising under any federal, state, local or foreign law)Laws, as a transferee Approvals or successor, Orders and including any Liability for transaction or retention bonuses payable by Contract (for the avoidance of doubt, excluding such Taxes attributable Seller to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyersuch person; (g) or otherwise) or Taxes arising out of Seller’s operations or ownership Liabilities of the Purchased Assets prior to Seller or any of its predecessors or Affiliates for any Actions against the Seller or any of its predecessors or Affiliates, including any Actions pending or threatened against the Seller or any of its predecessors or Affiliates as of the Closing Date; (dh) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation Liabilities of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents predecessors or RepresentativesAffiliates arising out of or resulting from any violation of or non-compliance with any federal, state, local or foreign Approvals, Laws or Orders; (ei) all Indebtedness Liabilities of Sellerthe Seller or any of its predecessors or Affiliates arising out of, relating to or resulting from any obligation to indemnify any Person (other than pursuant to an Assigned Contract to the extent assumed pursuant to Section 1.3(a)); (fj) all liabilities Liabilities of the Seller arising under this Agreement or any of the Related Agreements; (k) Liabilities resulting from or relating to products sold or services performed by the Seller or any of its predecessors or Affiliates, including any Liabilities resulting from or relating to any employees, employee-related or employee benefit-related plans of Sellerproduct liability claims with respect to any Seller Products; (gl) all intercompany accounts payable in respect Liabilities of the Purchased Assets that are owed by Seller to or any of its Affiliatespredecessors or Affiliates based upon such Person’s acts or omissions; (hm) all liabilities and obligations Liabilities arising under the Other Contractsany Employee Benefit Plan or any benefit, to the extent accruing tax or arising out compensation Liability of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing DateERISA Affiliate; (in) Seller’s agreement Liabilities arising in connection with or in any way relating to pay directlythe Business, any Acquired Assets, any property now or previously owned, leased or operated by the Seller or any of its predecessors or Affiliates, or reimburse Buyer forany activities or operations occurring or conducted at any property now or previously owned, certain feesoperated or leased by the Seller or any of its predecessors or Affiliates (including offsite disposal), expenses, Taxes which arise under or other items but only if and relate to the extent expressly contemplated in this Agreementany Environmental Laws; (jo) all trade accounts payable and other operating liabilities of Seller, Liabilities attributable in any manner to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing StatementExcluded Assets; and (kp) all liabilities and obligations arising Liabilities set forth in Schedule 1.4(p) attached hereto. The disclosure of any Liability on any schedule to this Agreement shall not create an Assumed Liability or other Liability of the Buyer, except where such disclosed Liability has been expressly assumed by the Buyer as an Assumed Liability pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing DateSection 1.3.

Excluded Liabilities. Other than Notwithstanding anything to the Assumed Liabilitiescontrary contained in any other provision of this Agreement, Buyer is shall not assumingassume, and will not pay or in any way be liable for, or responsible for any liability or obligation Liabilities of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after Seller under the Closing Date Purchased Assets (such liabilities other than the Assumed Liabilitiescollectively, the “Excluded Liabilities”). The Excluded Liabilities shall be the sole responsibility of Seller, includingand shall be retained, paid, satisfied, performed, honored and discharged by Seller, and they include, without limitationlimitation of the foregoing, the following: (a) any liabilities Liability of Seller incurred in connection with this Agreement and the transactions provided for herein, including, without limitation, the Seller Expenses and any other fees and expenses of Seller’s attorneys, accountants, brokers or any others for services rendered or expenses incurred by or on behalf of its Affiliates Seller; (ib) relating to any of the Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than except as set forth in Section 1.3(b6.1(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real Property; (ci) all liabilities Taxes imposed upon or with respect to the Purchased Assets for all pre-Closing periods and (ii) all Taxes of Seller for any Tax period (including any liability for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (whether relating to periods before or any similar provision of state, local or foreign law), as a transferee or successor, by Contract (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Date; (d) all costs and expenses incurred by Seller in connection with this Agreement and the transactions provided for herein); (c) all Liabilities of Seller for customer returns, disputes, complaints, product failures, warranty claims and credits arising from the sale or license of any product or provision of any service by Seller Transaction Documentprior to the Effective Time; (d) any Liability of Seller relating to any Proceeding, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representativesthose set forth on Schedule Section 4.8; (e) any and all Liabilities relating to the Excluded Assets; (f) all Indebtedness of Seller; (fg) any and all liabilities arising from Liabilities to indemnify any Person by reason of the fact that such Person was a director, officer, employee or relating to any employees, employee-related or employee benefit-related plans agent of Seller;; and (gh) all intercompany accounts payable in respect any Liability of Seller relating to, resulting from, caused by or arising out of the ownership, operation or control of the Purchased Assets that are owed by Seller to or any of its Affiliates; (h) all liabilities and obligations under Affiliates on or before the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing DateEffective Time.

Excluded Liabilities. Other than Except for the Assumed LiabilitiesLiabilities expressly assumed by Buyers in Section 2.1, Buyer is Buyers shall not assumingassume or be responsible for any Liabilities or obligations of Seller or any of its Affiliates, and will not be liable for, any liability or obligation regardless of any nature of Sellernature, whether mature or unmaturedaccrued, liquidated or unliquidatedunaccrued, fixed or absolute, contingent, known or unknown, disclosed or undisclosed, whether arising out of acts due or occurrences beforeto become due, on and whether related to the Transferred Assets or after the Closing Date otherwise (such liabilities other than the Assumed Liabilitiescollectively, the “Excluded Liabilities”), includingand the Excluded Liabilities shall remain the sole obligation and responsibility of Seller and its Affiliates, without limitation: including any Liabilities or obligations arising out of or related to (ai) the Excluded Assets, (ii) Taxes related to any of the Transferred Assets for any taxable period or portion thereof ending on or before the Closing Date, including any such Taxes payable after the Closing Date, (iii) any liabilities and all Proceedings against Seller or any Affiliate thereof and/or with respect to the Transferred Assets, including the Proceedings described on Schedule 4.11 of the Disclosure Memorandum and any Proceedings involving (as a party to such Proceeding or otherwise) Cookie Jar, Inc., Moonscoop Group or any Affiliates thereof, not including any Proceeding arising or attributable solely to events or circumstances or actions or inactions (other than actions of Seller or its Affiliates) with respect to the Transferred Assets occurring following the Closing Date, (iv) any Contract between Seller or an Affiliate of Seller and Hasbro, Inc. or any of its Affiliates Affiliates, (iv) relating to any the Contract disputes described on Schedule 4.9(c) of the Excluded Disclosure Memorandum, (vi) unpaid marketing, promotional and/or advertising commitments or obligations, including any promotional stickering, under that certain Master License Agreement by and between Seller and DHJV Company, LLC dated April 28, 2010, as amended, and (vii) contractual commitments for Programming and any other content production liabilities incorporated in the Transferred Assets, including any Removed Real Property, or (ii) arising prior commitments to the Closing (dub Programming into a language other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign law)English, as a transferee or successor, by Contract (for the avoidance same may exist as of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Date; (d) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and Liabilities related to dubbing Programming into Brazilian Portuguese, Argentinian Spanish, and Latin American Spanish up to a maximum aggregate amount of $125,000; provided, however, clause (vii) shall not included as liabilities assumed include commitments that may be set-off by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant any counterparty to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing Datea Transferred Contract against royalty payments due thereunder.

Excluded Liabilities. Other than For the avoidance of doubt and without in any way limiting the generality of Section 1.3, the Assumed Liabilities, Buyer is Liabilities shall not assuminginclude, and will not be liable forin no event shall the Purchaser assume, agree to pay, discharge or satisfy any liability or obligation under or otherwise have any responsibility for, any of any nature the following liabilities or obligations of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date (such liabilities other than the Assumed Liabilities, the “Excluded Liabilities”), including, without limitation: (a) any liabilities of Seller or any of its Affiliates (ithe “Excluded Liabilities”): (a) relating to any liability of the Seller or any of the Excluded Assetsits Affiliates that is not expressly an Assumed Liability, including any Removed Real Propertyliability that would become a liability of the Purchaser or a Purchaser Designee as a matter of Law in connection with this Agreement, or (ii) arising prior to the Closing (other Transaction Documents and the transactions contemplated hereby and thereby, other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h))otherwise contemplated by this Agreement; (b) any litigationliability resulting from, arbitration, mediation and other claims arising out of or demands related to the operation or conduct by the Seller or any of its Affiliates of any nature involving, related to or arising from any Removed Real Propertybusiness other than the Business; (c) (i) any outstanding obligations of the Seller or any of its Affiliates for senior debt, subordinated debt and any other outstanding obligation for borrowed money, including that evidenced by notes, bonds, debentures or other instruments (and including all outstanding principal, prepayment premiums, if any, and accrued interest, fees and expenses related thereto), (ii) any outstanding obligations of the Seller or any of its Affiliates under capital leases and purchase money obligations, (iii) any amounts owed by the Seller or any of its Affiliates with respect to drawn letters of credit and (iv) any outstanding guarantees by the Seller or any of its Affiliates of obligations of the type described in clauses (i) through (iii) above; (d) except as specifically assumed pursuant to Section 1.3(d) or otherwise expressly set forth in Section 5.6, all liabilities for Taxes of Seller for any Tax period (including any liability for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provision of stateresulting from, local or foreign law), as a transferee or successor, by Contract (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership related to any employee benefit plan of the Purchased Assets Seller or any of its Affiliates whether such liabilities arose or arise prior to to, on or after the Closing Date; (de) except as specifically assumed pursuant to Section 1.3(d) or otherwise expressly set forth in Section 5.6, all costs and expenses incurred by liabilities resulting from, arising out of or related to the employment, termination or transfer of the Business Employees, Subject Employees, Transferred Employees, which arose out of service to the Seller in connection with this Agreement or any Seller Transaction DocumentSubsidiary prior to the Closing, including together with all claims for payment liabilities resulting from, arising out of fees and/or expenses as a broker or finder in connection with related to the originemployment, negotiation termination or execution of this Agreement or the other Transaction Documents or the consummation transfer of the Transaction based upon any agreementBusiness Employees or Subject Employees, arrangement or understanding between excluding Transferred Employees, which arose out of service to the claimant and Seller or any of its agents Seller Subsidiary, whether such liabilities arose or Representatives; (e) all Indebtedness of Sellerarise prior to, on or after the Closing Date; (f) all any liabilities resulting from, arising from out of or related to any claim, action, arbitration, audit, hearing, inquiry, examination, proceeding, investigation, litigation or suit (whether criminal, administrative or investigative) commenced or brought by any Governmental Body brought prior to the Closing to the extent relating to the conduct of the Seller or any employees, employee-related Affiliate of the Seller or employee benefit-related plans of Sellerthe Business prior to the Closing; (g) all intercompany accounts payable in respect liabilities for (i) Taxes of the Purchased Assets Seller or any Affiliate of the Seller and (ii) Taxes that are owed arise from the conduct of the Business, including ownership of the Acquired Assets, for any periods prior to the Closing, other than Taxes expressly assumed by Seller to any of its Affiliatesthe Purchaser under this Agreement; (h) any and all liabilities and obligations under vis-à-vis customers resulting from, arising out of or related to product warranty claims, whether express or implied, that result from performances made by or on behalf of the Other ContractsSeller or any Seller Subsidiary prior to the Closing, and all other similar liabilities and obligations that arise prior to the Closing, to the extent accruing or arising out such liabilities and obligations are in excess of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing DateWarranty Liability Cap; (i) Seller’s agreement to pay directlyany liabilities resulting from, arising out of or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and related to the extent expressly contemplated in this AgreementSeller Contracts, other than the Assumed Contracts; (j) any and all trade accounts payable and other operating liabilities of Seller, or claims to the extent accruing resulting from, arising out of or arising related to such Business Products as sold by the Seller or any Affiliate of the Seller prior to the Closing Date with respect to infringement or misappropriation of the Intellectual Property of a third party occurring prior to the Closing; (k) any liabilities resulting from, arising out of or related to the violation or alleged violation by the Seller or any of its Affiliates of any Law relating to health, safety, labor, discrimination, Export and not included as Import Control Laws, Anti-Corruption and Anti-Bribery Laws, Environmental Laws and Antitrust Laws; (l) all Seller Retained Environmental Liabilities; (m) accounts payable arising from the conduct of the Business prior to the Closing; (n) any liability to any broker, finder or agent for any investment banking or brokerage fees, finder’s fees or commission and any other fees and expenses payable by the Seller pursuant to this Agreement and the other Transaction Documents with respect to the transactions contemplated by this Agreement and the other Transaction Documents; (o) all liabilities assumed by Buyer on the Closing Statementpertaining to any Excluded Asset; and (kp) all any liabilities and obligations resulting from, arising pursuant out of or related to Environmental Laws relating to any Owned Real Property, to matters described in Schedule 1.4(p) of the extent accruing or arising prior to the Closing DateSeller Disclosure Schedules.

Excluded Liabilities. Other than Seller acknowledges and agrees that pursuant to the Assumed Liabilitiesterms and provisions of this Agreement, Buyer is Purchaser shall not assumingassume, and will not be or become liable forto pay, perform or discharge, any liability or obligation of any nature Liability of Seller, whether mature occurring or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences accruing before, on at or after the Closing Date (such liabilities Final Closing, other than the Assumed Liabilities. In furtherance and not in limitation of the foregoing, and in all cases with the exception of the Assumed Liabilities, neither Purchaser nor any of its Affiliates shall assume, or be deemed to have assumed, any Indebtedness, Claim or other Liability of Seller or any predecessor whatsoever, whether occurring or accruing before, at or after the Final Closing, including the following (collectively, the “Excluded Liabilities”): all Liabilities arising out of, relating to, in respect of or in connection with any Indebtedness of Seller (other than the Purchaser Assumed Debt), includingincluding those items identified on Schedule 2.3(b)(i); all Liabilities arising out of, without limitation: (a) any liabilities relating to, in respect of Seller or any of its Affiliates (i) relating to any of in connection with the Excluded Assets, other than Liabilities specifically assumed; all Liabilities (A) associated with noncompliance with Environmental Laws (including for fines, penalties, damages and remedies); (B) arising out of, relating to, in respect of or in connection with the transportation, off-site storage or off-site disposal of any Removed Hazardous Materials generated or located at any Transferred Real Property; (C) arising out of, relating to, in respect of or in connection with third-party Claims related to Hazardous Materials that were or are located at or that migrated or may migrate from any Transferred Real Property; (D) arising under Environmental Laws related to the Excluded Real Property; or (iiE) arising for environmental Liabilities with respect to real property formerly owned, operated or leased by Seller (as of the Final Closing Date), which, in the case of clauses (A), (B) and (C), arose prior to or at the Final Closing Date, and which, in the case of clause (other than as set forth D) and (E), arise prior to, at or after the Final Closing Date; except for Taxes assumed in Section 1.3(b2.3(a)(vi) and Section 2.3(a)(vii), 1.3(f) all Liabilities with respect to any Taxes arising in connection with Seller’s business, the Purchased Assets or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related the Assumed Liabilities that are attributable to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any a Pre-Closing Tax period Period (including any liability Taxes incurred in connection with the sale of the Purchased Assets, other than all Transfer Taxes); all Liabilities for (A) costs and expenses relating to the Taxes preparation, negotiation and entry into this Agreement and the Ancillary Agreements (and the consummation of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provision of statethe transactions contemplated by this Agreement and the Ancillary Agreements, local or foreign law)which, as a transferee or successor, by Contract (for the avoidance of doubt, excluding such Taxes attributable to shall not include any period after Transfer Taxes), (B) administrative fees, professional fees and all other expenses under the Closing Date under ordinary course lendingBankruptcy Code and (C) all other fees and expenses associated with the administration of the Bankruptcy Case; Liabilities associated with Seller’s employees not otherwise assumed in Section 2.3(a) and Section 5.11, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes including those arising out of, relating to, in respect of Seller’s operations or ownership of the Purchased Assets prior to the Closing Date; (d) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the originemployment, negotiation potential employment or execution termination of employment of any individual (A) prior to or at the Final Closing Date (including any severance policy, plan or program that exists or arises, or may be deemed to exist or arise, as a result of, or in connection with, the transactions contemplated by this Agreement Agreement) or (B) who is not a Transferred Employee arising after the other Transaction Documents or the consummation of the Transaction based upon any agreementFinal Closing Date; all Liabilities arising out of, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employeesto, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of or in connection with Claims for infringement or misappropriation of third party intellectual property rights; all Liabilities to third parties for Claims based upon Contract, tort or any other basis; all workers’ compensation Claims set forth on Schedule 2.3(b)(ix) (“Excluded Workers’ Compensation Claims”); all Liabilities arising out of, related to or in connection with any implied warranty or other implied obligation arising under statutory or common law without the Purchased Assets that are owed necessity of an express warranty or (B) allegation, statement or writing by Seller or attributable to Seller; any liability or obligation related to any multi-employer plan (within the meaning of its Affiliates; (hSection 3(37) all liabilities of the Employee Retirement Income Security Act of 1974); and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent Liability that is not expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing DatePurchaser under this Agreement as an Assumed Liability.

Excluded Liabilities. Other than Notwithstanding anything to the Assumed Liabilitiescontrary contained in this Agreement or any other agreement or certificate being delivered pursuant to this Agreement (collectively, Buyer is not assumingthe "Transaction Documents"), and will not regardless of whether such liability is disclosed in this Agreement, in any of the Transaction Documents or on any Schedule or Exhibit hereto or thereto, none of the ANICOM ENTITIES shall assume or agree to pay, defend, discharge or perform or in any manner be liable forresponsible for any Excluded Liabilities. As used herein, the term "Excluded Liabilities" means any liability and all debts, liabilities or obligation obligations of any nature one or more of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date (such liabilities TEXCAN ENTITIES other than the Assumed Liabilities, the “Liabilities described in Section 3.1. The "Excluded Liabilities”)" include, but are not limited to, (a) any income or capital Tax liabilities or obligations, (b) except as otherwise contemplated herein, any Claims arising out of or relating to the conduct of one or more of the TEXCAN ENTITIES at any time after the Closing Time, (c) any liabilities whatsoever relating, directly or indirectly, to any Excluded Assets, (d) any liabilities or obligations of one or more of the TEXCAN ENTITIES or their respective Related Persons to the other TEXCAN ENTITIES or their respective Related Persons (e) any liabilities or obligations of one or more of the TEXCAN ENTITIES to any former shareholders or other securities holders thereof and (f) any liabilities or obligations of one or more of the TEXCAN ENTITIES with respect to indebtedness or other obligations or liabilities of Related Persons including, without limitation: , any guaranties or security agreements (a) any liabilities of Seller or any of its Affiliates (i) relating to any of collectively, the Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b"Third Party Guaranties"), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Date; (d) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing Date.

Excluded Liabilities. Other than Notwithstanding any other provision of this Agreement to the Assumed Liabilitiescontrary, the Buyer is not assumingassuming any, and will not be liable forthe Sellers are retaining, any liability or obligation of any nature of Sellerpaying, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknownperforming, or whether arising out otherwise satisfying all, or causing their respective Affiliates to retain, pay, perform or otherwise satisfy all, Liabilities of acts the Sellers or occurrences before, on or after the Closing Date their respective Affiliates (such liabilities other than Sierra China) other than the Assumed Liabilities, Liabilities (the “"Excluded Liabilities”"), including, without limitation: (a) any liabilities of Seller or any of its Affiliates (i) relating to any of , the Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability 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 following (for the avoidance of doubtdoubt and notwithstanding anything in Section 2.3, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership all of the Purchased Assets prior following shall be deemed to be "Excluded Liabilities" hereunder and none of the Closing Date;following shall be deemed to be "Assumed Liabilities" hereunder): (da) all costs and expenses Liabilities of the Sellers or their respective Affiliates (other than Sierra China) incurred by Seller in connection with this Agreement or any Related Documents and the transactions contemplated hereby and thereby; (b) all Liabilities for (i) Taxes of the Sellers or any of their respective Affiliates (other than Sierra China), (ii) Taxes arising from or with respect to the Purchased Assets or the operation of the Business that are incurred in or attributable to any period, or any portion of any period, ending on or prior to the Closing Date including, without limitation, Taxes allocable to Sellers pursuant to Section 9.1, (iii) Taxes to be paid by the Sellers pursuant to this Agreement, including Transfer Taxes pursuant to Section 9.2, and (iv) payments under any Tax allocation, sharing or similar agreement with any Seller Transaction Documentor any Affiliate of the Sellers; (c) all Liabilities based on any Legal Proceeding that (i) is currently pending as of the date hereof, (ii) has been filed as of the Closing Date, (iii) is based on substantially the same facts, circumstances or matters as any Legal Proceeding that is currently pending or has been filed as of the Closing Date, including without limitation the matters listed on Schedule 2.4(h) or (iv) is based on circumstances, facts, events or matters that relate to any period, or any portion of any period, ending on or prior to the Closing Date, other than in respect of (i) though (iv) inclusive, the Assumed Liabilities; (d) all Liabilities in respect of any current or former employee of the Sellers or any of its Affiliates (other than Sierra China), whether arising by Law or Contract or otherwise, including all claims for payment Liabilities relating to or arising out of fees and/or expenses as a broker any employment action or finder practice in connection with the origin, negotiation employment or execution termination of this Agreement employment of any Persons currently or formerly employed or seeking to be employed by the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller Sellers or any of its agents or Representativestheir respective Affiliates, other than the Assumed Liabilities; (e) all any Indebtedness of Sellerthe Sellers and their respective Affiliates (other than Sierra China) outstanding as of the Closing Date; (f) all liabilities arising from or relating to Liabilities of the Sellers and their respective Affiliates (other than Sierra China) in respect of any employees, employee-related or employee benefit-related plans of SellerContract other than the Assigned Contracts; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller Liabilities relating to any of its Affiliates;Excluded Asset; and (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer Liabilities specifically set forth on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing DateSchedule 2.4(h).

Excluded Liabilities. Other than The Parties expressly understand and agree that, except for the Assumed Liabilities, Buyer is does not assumingassume or agree to pay, perform or discharge when due any liabilities or obligations of Seller, whether accrued, absolute, contingent or otherwise, including, without limitation, the following liabilities hereunder, all of which shall be specifically excluded from the transactions contemplated by this Agreement (the "EXCLUDED LIABILITIES"): (a) All liabilities with respect to any and will not be liable forall Excluded Assets; (b) Except as set forth in Section 2.5, any and all taxes levied by or arising under any federal, state, local or foreign taxing authority upon Seller or with respect to Seller's ownership or use of the Purchased Assets or conduct of the Business on or prior to the Closing Date, whether asserted before or after the Closing Date; (c) All liabilities with respect to annual employee bonus and/or vacation payments by Seller to its employees incurred or arising during, or otherwise attributable to, any period prior to the Closing, except as assumed by Buyer as provided in Section 1.3 or to the extent included in the calculation of the Audited Acquired Working Capital Schedule; (d) All liabilities of Seller with respect to any indebtedness to its shareholders, or except as assumed by Buyer as provided in Section 1.3, its or their affiliates; (e) Except as assumed by Buyer as provided in Section 1.3 and except as otherwise provided in this Section 1.4, all liabilities and obligations of Seller or any predecessor of Seller resulting from, caused by or arising out of the conduct of the Business by Seller or Seller's ownership, operation or lease of any properties or assets included in the Purchased Assets, or which arise out of contracts or dealings with customers, suppliers, sales representatives, distributors, insurers, employees, agents, personal property lessors, lessees, licensors, licensees, consignors or consignees, with respect to any period on or prior to the Closing Date, whether arising before or after the Closing Date, including, without limitation, any such liabilities or obligations that constitute, may constitute or are alleged to constitute a violation of or a liability or obligation under any Environmental Law by Seller, such as, among other things, any liability or obligation to contribute to the cost of investigation or remediation under CERCLA, RCRA and any nature state or local analogues thereof; (f) Warranty claims and charge-backs that (i) are based solely on defective products shipped by Seller or breach of contract relating to products shipped by Seller, and (ii) are not listed on Schedule 1.3, but only to the extent that the excess of (A) the aggregate net amount of such warranty claims and charge-backs (taking into account the salvage value of returned products), over (B) the unutilized amount of all reserves on the Audited Closing Date Working Capital Schedule for returns, charge-backs, warranty claims and bad debt, is greater than $75,000 ("MATERIAL WARRANTY CLAIMS AND CHARGE-BACKS"). To establish that a warranty claim or charge-back is based solely on a defective product or breach of contract by Seller, the product must be returned by the customer; (g) All product liability, strict liability or negligence claims with respect to products sold to customers by Seller on or prior to the Closing; (h) All worker's compensation expenses and claims for any accident or injury occurring, arising or attributable to any period prior to the Closing (whether discovered before or after such time); (i) All claims, liabilities and obligations under all of Seller's Benefit Plans, whether mature including, without limitation, medical, dental, life insurance, disability, accident and sickness claims and other welfare plan expenses and claims (including retiree medical and dental claims), incurred by any of Seller's employees and their eligible dependents relating to any accident, injury, illness, sickness or unmatureddisease occurring, liquidated arising or unliquidatedattributable to any period prior to the Closing; (j) Any liability for continuation coverage required under Section 4980B of the Code or Part 6 of Title I of ERISA ("REQUIRED COBRA COVERAGE") with respect to any employees or former employees of Seller or their dependents, fixed or contingent, known or unknown, or whether other than any Required COBRA Coverage arising out under a group health plan of acts or occurrences before, Buyer with respect to the Business Employees who become employed by Buyer on or after the Closing Date (such liabilities other than the Assumed Liabilities, the “Excluded Liabilities”), including, without limitation:or their dependents; (ak) any liabilities All obligations of Seller to pay severance or any of its Affiliates (i) relating similar benefits to any employees as a result of the Excluded Assetstransactions contemplated by this Agreement, including any Removed Real Property, or (ii) arising prior to the Closing (other than except as set forth assumed by Buyer as provided in Section 1.3(b), 1.3(f) or 1.3(h)1.3(c); (bl) any litigation, arbitration, mediation All liability and other claims or demands of any nature involving, related to obligations resulting from or arising from any Removed Real Propertyout of claims made in suits, actions, investigations, or other legal, governmental or administrative proceedings pending at the Closing; (cm) all liabilities All liability and obligations for Taxes of Seller for sums due or payments, and other obligations arising, under any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lendingcontract, lease or commercial agreements being other agreement which is to be transferred to Buyer hereunder and is not duly and effectively transferred to Buyer, unless Buyer receives the benefit of such contract, lease or assumed by Buyerother agreement pursuant to Section 3.3; and (n) The Excluded Liabilities shall mean and include all claims, actions, litigations and proceedings relating to any or otherwise) or Taxes arising out of Seller’s operations or ownership all of the Purchased Assets prior to the Closing Date; (d) foregoing and all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing Datetherewith.

Excluded Liabilities. Other than the Assumed LiabilitiesSeller shall retain and shall be responsible for paying, Buyer is not assumingperforming and discharging when due, and will Purchaser shall not be liable for, assume or have any liability or obligation responsibility for any Liabilities of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date (such liabilities Seller other than the Assumed Liabilities, Liabilities (the “Excluded Liabilities”), including, without limitation: (a) any liabilities of Seller or any of its Affiliates (i) Liabilities relating to any or arising out of the Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands Liabilities (including all Actions relating to any such Liabilities) arising out of any nature involvingpatent infringement, related regulatory liability, product liability or similar claim for injury to Person or arising property which resulted from any Removed Real Propertythe manufacture, use or misuse of Products or Inventory manufactured or Distributed before the Effective Time; (c) all liabilities for Taxes any Liabilities of Seller, or otherwise imposed on the Purchased Assets or with respect to the Business, in respect of any Tax, including without limitation (i) any Liabilities of Seller for any Tax period (including any liability for the Taxes of any other Person under United States Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by Contract or otherwise and (for ii) any Transfer Taxes, but excluding any Property Taxes to the avoidance extent specifically allocated to Purchaser pursuant to Section 8.2(b); SD\906843.15 (d) any indebtedness of doubtSeller (other than the Alphatec Note); (e) any Liability arising under any Assigned Contract in connection with any breaches or defaults thereunder occurring before the Effective Time; (f) Seller’s obligations under this Agreement and the Other Agreements, excluding such Taxes attributable to and any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes Liabilities arising out of Seller’s operations failure to perform any such obligations hereunder or thereunder; (g) any Liability of Seller to employees of Seller, including any Liability related to any Plan or any other employee benefit plan, program, policy or arrangement presently or formerly maintained or contributed to by Seller of its ERISA Affiliates, or with respect to which Seller or any ERISA Affiliate has any liability; (h) any Liabilities to present or former members of Seller; (i) any Liabilities arising out of or relating to the [***] Litigation, other than the [***] Settlement Amount; (j) any Liability based upon, alleging or arising out of any act, omission or occurrence by or relating to the ownership of the Purchased Assets prior to or the Closing Dateoperation of the Business before the Effective Time; (dk) all costs any legal, financial advisory, accounting, investment banking and other fees, expenses and Liabilities incurred by or on behalf of Seller in connection with this Agreement or any Seller Transaction Documentthe negotiation, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or preparation and execution of this Agreement and the Other Agreements and the performance or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant transactions contemplated by this Agreement and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing StatementAgreements; and (kl) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing DateLiability not expressly set forth in Section 2.3(a) through 2.3(i).

Excluded Liabilities. Other than Buyer and Seller agree that, notwithstanding anything to the Assumed Liabilitiescontrary contained in Section 2.3, Buyer is not assuming, and will not be liable for, assuming any liability of the following liabilities or obligation of any nature obligations of Seller, whether mature Subsidiary or unmatured, liquidated its Affiliates or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after Subsidiaries (the Closing Date (such liabilities other than the Assumed Liabilities, the “"Excluded Liabilities”), including, without limitation:"): (a) liabilities for any liabilities income, gain, profit or similar Tax arising out of Seller or any of its Affiliates (i) relating to any resulting from the sale, conveyance, transfer, assignment and delivery of the Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth Purchased Assets provided for in Section 1.3(b), 1.3(f) or 1.3(h))this Agreement; (b) any litigation, arbitration, mediation and other claims all Taxes imposed on or demands of any nature involving, related with respect to or arising from any Removed Real Propertythe Cronus Business for all Pre-Closing Periods; (c) all liabilities for Taxes of Seller for any Tax period (including any liability for the Taxes of any sales, exercise, transfer or other Person under Treasury Regulations Section 1.1502-6 (tax on or any similar provision of state, local or foreign law), as a transferee or successor, by Contract (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations the sale, conveyance, transfer, assignment or ownership delivery of the Purchased Assets prior to the Closing DateAssets; (d) all costs liabilities and expenses incurred by Seller obligations pursuant to any agreements relating to the employment of any individual in connection with this Agreement Seller's business, including, but not limited to liabilities for any option, warrant, bonus, performance, golden parachute, consulting, or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representativessimilar liability; (e) all Indebtedness of Seller;liabilities and obligations (whether fixed or contingent) with respect to the Employee Benefit Plans; and (f) all liabilities and obligations arising from or relating to any employees, employee-related or employee benefit-related plans out of Seller;the Excluded Assets. (g) all intercompany accounts payable in respect liability of the Purchased Assets that are owed by Seller to any of for its Affiliates;lease for premises at 424 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇; ▇▇d (h) all liabilities and obligations under the Other Contracts, liability for any contract not assigned to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing DateBuyer; (i) Seller’s agreement to pay directlyliability for any employee or stockholder loan except for the Management Loans, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated which will be satisfied at Closing as set forth in this AgreementSchedule 2.4; (j) all trade accounts payable and other operating liabilities of Sellerliability for any pending lawsuits, to including those listed on Schedule 3.15; (k) the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing StatementChicago Liabilities; and (kl) all liabilities liability for Seller's or Principal Stockholder's costs, fees, and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing Dateexpenses of this transaction.

Excluded Liabilities. Other than (a) Notwithstanding anything in this Agreement to the Assumed Liabilitiescontrary, Buyer is not assumingSeller shall retain and remain responsible for and pay, perform and will not be liable fordischarge any Liabilities arising from the ownership or use of the Transferred Assets or the Licensed Assets or the manufacture, any liability sale, marketing, distribution or obligation other Commercialization of any nature of Seller, whether mature Product at or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after prior to the Closing Date (such liabilities other than the Assumed Liabilities, the “Excluded Liabilities”), including, without limitation:. (ab) any liabilities Without derogating from the generality of Seller or any of its Affiliates the foregoing, the Excluded Liabilities shall include: (i) relating to any of the Excluded Assets, including any Removed Real Property, Liabilities arising on or (ii) arising prior to the Closing with respect to any governmental Grants, if any, (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (bii) any litigationLiability in connection with any and all debt, arbitrationloan or borrowing instruments to which Seller or its Affiliate is a party, mediation and other claims or demands of any nature involving, (iii) all Liabilities related to the former or arising from current employees, consultants, contractors or other service providers of Seller or its Affiliate, (iv) any Removed Real Property; (c) all liabilities Liability for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes its Affiliates arising out of any Product and Transferred Assets prior to the Closing and the transactions contemplated hereby (other than the Taxes which have been explicitly agreed upon by the Parties under this Agreement that shall be borne and paid by Purchaser), (v) all Liabilities arising from Seller’s operations or ownership of the Purchased Product and the Transferred Assets prior to the Closing Date; (d) all costs and expenses incurred by Seller in connection with this Agreement on or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on (including in connection with the Closing Statement; and transactions contemplated hereby), (kvi) all liabilities Liabilities for warranty claims and obligations arising pursuant to Environmental Laws product liability or similar claims, including all suits, actions or proceedings relating to any Owned Real Propertysuch liabilities, arising out of any Product sold on or prior to the extent accruing or Closing; and (vii) all Liabilities arising prior to Closing for materials and services related to the Closing DateProduct or the Transferred Assets transferred by Seller or its Affiliate at Closing.

Excluded Liabilities. Other Purchaser shall not assume or in any way become liable for Seller's debts, liabilities or obligations of any nature whatsoever (other than the Assumed Liabilities), Buyer is whether accrued, absolute, contingent or otherwise, whether known or unknown, whether due or to become due, whether related to the Purchased Assets and regardless of when or by whom asserted, including, but not assuminglimited to the following (the “Excluded Liabilities”): (i) Seller's liabilities or obligations arising by reason of any breach or violation or alleged breach or violation by Seller on or before the Closing Date of any law or regulation, and will not be liable foror any Lease or other agreement, contract, license, commitment, instrument, judgment, order or decree relating to the Purchased Assets; (ii) any liability or obligation of Seller for any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date (such liabilities other than the Assumed Liabilities, the “Excluded Liabilities”), including, without limitation: (a) any liabilities of Seller or any of its Affiliates (i) tax relating to any of the Excluded Assets, including any Removed Real Property, period occurring on or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to before the Closing Date; (diii) all costs and expenses incurred by any liability or obligation of Seller in connection with this Agreement relating to any legal or any Seller Transaction Documentregulatory action, including all claims for payment proceeding or claim arising out of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller Purchased Assets or any other conduct of its Seller, or Seller's officers, directors, employees, consultants, agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from advisors on or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (kiv) any other liabilities or obligations of Seller not expressly assumed by Purchaser pursuant to Section 1.B. For purposes of this Section 1.C., "Seller" shall be deemed to include all affiliates of Seller and any predecessors to Seller and any person or entity with respect to which Seller is a successor-in-interest (including by operation of law, merger, liquidation, consolidation, assignment, assumption or otherwise). Seller hereby acknowledges that it is retaining the Excluded Liabilities, and Seller shall pay, discharge and perform all such liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing Datepromptly when due.

Excluded Liabilities. Other than Notwithstanding anything to the contrary contained herein, the Purchaser shall not assume, or in any way be liable or responsible for, any liabilities, commitments, or obligations, whether known or unknown, disclosed or undisclosed, absolute, contingent, inchoate, fixed or otherwise, of Seller, including, without limitation, all liabilities, commitments or obligations relating to or arising from the Assets or the use thereof, except for those that are the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the generality of the foregoing, Buyer is the Purchaser shall not assumingassume, and will not Seller shall remain responsible for the following liabilities, commitments, or obligations, whether known or unknown, disclosed or undisclosed, absolute, contingent, fixed or otherwise (all of which shall be liable forExcluded Liabilities): (a) any liabilities, commitments or obligations that arise with respect to the Assets or the use thereof on or prior to the Closing Date or relate to periods on or prior to the Closing Date or are to be observed, paid, discharged or performed on or prior to the Closing Date (in each case, including any liabilities that result from, relate to or arise out of tort or other product liability claims) other than, in each case, with respect to the Assumed Contracts; (b) any liability, commitment or obligation of, or required to be paid by, Seller for any Taxes of any kind (other than for the Operations or the Assets) for any period; (c) any liability, commitment or obligation for any Taxes relating to the Operations or the Assets for or applicable to the Pre-Closing Tax Period, including any Property Taxes, and any liability, (any liability, commitment or obligation set forth in this clause (c) or in clause (b) above, “Excluded Taxes”); and (d) any liability or obligation of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date (such liabilities other than the kind under any contract that is not an Assumed Liabilities, the “Excluded Liabilities”), including, without limitation: (a) any liabilities of Seller or any of its Affiliates (i) relating to any of the Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Date; (d) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing DateContract.

Excluded Liabilities. Other than Except for the Assumed LiabilitiesLiabilities subject to Section 2.03, Buyer is shall not assuming, assume and will shall not be liable forresponsible to pay, perform or discharge any liability other liabilities or obligation obligations of any nature of Seller, whether mature Seller or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date its Subsidiaries (such liabilities other than the Assumed Liabilitiescollectively, the “Excluded Liabilities”), including. Excluded Liabilities, without limitation, are as follows: (a) any liabilities or obligations of Seller not arising out of or any of its Affiliates (i) relating to any Seller’s ownership or operation of the Excluded Business and the Purchased Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigationliability, arbitration, mediation and other claims obligation or demands commitment arising out of any nature involving, related to or arising from any Removed Real PropertyContract that is not an Assigned Contract; (c) all liabilities any default or breach of any Contract, breach of wananty, tort, infringement, violation of Laws or environmental, health or safety matter, including, without limitation, any arising under any Environmental Laws or relating to Hazardous Substances; (d) any Liabilities for (i) Taxes with respect to the Business or the Excluded Assets, for any Pre-Closing Tax Period, (ii) Taxes of Seller, including any liability of Seller for Taxes of Seller for any Tax period (including any liability for the Taxes of any other Person under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision provisions of state, local or foreign law), as a transferee or successoras a result of a Tax sharing or similar agreement, by Contract and (iii) Transfer Taxes for the avoidance of doubtwhich Seller is responsible under Section 6.08(c); (e) any liability, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease obligation or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes commitment arising out of Seller’s operations or ownership relating to (i) the employment (including the application for or termination of the Purchased Assets employment) of any Business Employee by Seller prior to or on the Closing Date, or (ii) the provision of services by any other Person to Seller prior to or on the Closing Date; (df) all costs any liability, obligation or commitment of Seller (including any liabilities resulting from unfunded liabilities under any employee benefit plan subject to ERISA) under any Benefit Plan, employment, benefit or compensation, pension, profit-sharing or welfare plans, contracts, employment agreements or offer letters, policies, practices or arrangements, oral or written, covering the Business Employees, including, but not limited to, “employee benefit plans” within the meaning of Section 3(3) of ERISA, and expenses incurred by defened compensation, stock option, stock purchase, stock appreciation rights, equity-based, incentive and bonus plans; (g) any bonuses (including stay bonuses, transaction bonuses or similar bonuses), severance payments, retention payments and other change-of-control payments payable to any officer, employee or director of Seller or the Business in connection with this Agreement or and the employer portion of any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-Payroll Taxes related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliatesthereto; (h) all liabilities and obligations under the Other Contractsany liability, obligation or commitment of any of Sellers to the extent accruing relating to, or arising out of, any Excluded Asset, or to the extent arising out of the ownership by Seller of the Excluded Assets or associated with the realization of the benefits of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing DateExcluded Asset; (i) Seller’s agreement any liability or obligation arising out of or related to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this AgreementIndebtedness; (j) all trade accounts payable and other operating liabilities any liability or obligation arising out of Seller, or related to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing StatementTransaction Expenses; and (k) all liabilities and obligations any liability or obligation arising pursuant to Environmental Laws from, relating to any Owned Real Property, to or in connection with the extent accruing or arising Business prior to the Closing Dateunless expressly included as an Assumed Liability.

Excluded Liabilities. Other than All liabilities (which includes all types of debts or obligations) of Seller or the Assumed Liabilities, Business that are not expressly assumed by Buyer is not assumingpursuant to, and will as specifically set forth in Section 2.1 above, shall remain the sole and exclusive obligation and duty of Seller ("Excluded Liabilities"). "Excluded Liabilities" specifically include, but are not be liable for, any liability or obligation of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date (such liabilities other than the Assumed Liabilitieslimited to, the “Excluded Liabilities”following: (i) any indebtedness for borrowed money; (ii) any claims or potential claims by third parties, together with all related losses, expenses, damages, amounts, attorneys' fees and court costs (collectively "Claims"), including, without limitation: but not limited to, any Claims relating in any way to: (a) any liabilities of products or services sold and delivered or performed by Seller or any of its Affiliates (i) relating to any of the Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); Seller's agents; (b) any litigationactions taken by, arbitrationor omissions of, mediation Seller or Seller's agents; and other claims or demands of any nature involving, related to or arising from any Removed Real Property; (c) all liabilities actions taken, or omissions of, any of Seller's customers; (iii) any Claims for Taxes federal, state, local, or foreign income taxes, or any other taxes, or related interest or penalties of Seller; (iv) any Claims under any employee benefit or welfare plan or regarding any compensation, withholding taxes, or payroll taxes owed to or with respect to any employee or agent of Seller; (v) any Claim of any past or present employee of Seller (including, without limitation, claims for accrued vacation, sick leave, or other benefits); (vi) any Tax period Claims regarding compliance with any applicable federal, state, or local law, ordinance, regulation, order, or decree in connection with any activity or omission of Seller at any time; (including vii) any liability for the Taxes of legal proceedings against Seller; or (viii) any other Person under Treasury Regulations Section 1.1502-6 (Claim or any similar provision of state, local or foreign law), as a transferee or successor, by Contract (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes obligation arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Date; (d) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising Business prior to the Closing Date and not included except for the Assumed Liabilities, as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing Datesuch term is defined in Section 2.1 above.

Excluded Liabilities. Other than the Assumed Liabilities, Buyer is (a) The Purchaser shall not assumingassume, and will not be liable shall have no liability for, any liability debts, liabilities, obligations, expenses, taxes, contracts or obligation commitments of the Seller or the Business of any nature of Sellerkind, character or description, whether mature accrued, absolute, contingent or unmaturedotherwise, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts any act or occurrences before, omission occurring or state of facts existing (except as expressly provided below) prior to or on or after the Closing Date (such liabilities other than the Assumed Liabilities, the “"Excluded Liabilities”"), including, without limitation, the following: (ai) any liabilities of Seller or any of its Affiliates (i) relating to any liability of the Excluded AssetsSeller under any noncompetition, including any Removed Real Propertyconsulting or employment agreement, or similar agreement, commitment or arrangement, whether written or oral; (ii) arising prior to any liability of the Closing (other than as set forth in Section 1.3(b), 1.3(f) Seller or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller the Business for any Tax period (including any liability for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or any similar provision of federal, state, local or foreign lawtaxes (other than sales, withholding, payroll taxes and real or personal property taxes), as a transferee including, without limitation, any income, capital gains or successorfranchise taxes or any taxes on capital (including, by Contract (for the avoidance of doubtwithout limitation, excluding such Taxes any deferred income tax liability and any penalties and interest thereon) attributable to the period ending on and including the Closing Date; other than those listed on the September 30, 2000 balance sheet. (iii) any period liability for any federal, state, local or foreign sales, withholding, payroll or real or personal property taxes incurred by the Seller on or prior to the Closing Date other than those listed on the September 30, 2000 balance sheet; (iv) any liability for expenses incurred by, or for claims made against, the Seller in connection with or resulting from or attributable to this Agreement or the transactions contemplated hereby; (v) any liability for any investment banking, brokerage or similar charge or commission, or any attorneys' or accountants' fees and expenses, payable and incurred by the Seller in connection with the preparation, negotiation, execution or delivery of this Agreement or the transactions contemplated hereby; (vi) any liability arising out of any misrepresentation or breach of any warranty of the Seller contained in this Agreement or any of the Schedules or Exhibits hereto or in any certificate, agreement, instrument or other document delivered pursuant hereto or out of the failure of the Seller to perform any of its agreements or covenants contained herein or therein; (vii) any liability arising out of activities undertaken by the Seller after the Closing Date under ordinary course lendingDate, lease including, but not limited to, any liability or commercial agreements being transferred obligation in connection with employment practices, terms and conditions of employment and wages and hours, to employees or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership former employees of the Purchased Assets Seller; (viii) any liability for any personal injury, property damage, product liability or breach of warranty claim caused by or allegedly caused by or arising from or allegedly arising from any goods, products or services supplied by the Seller prior to the Closing Date; (dix) all costs and expenses incurred by Seller in connection with this Agreement any liability arising out of or allegedly arising out of any Seller Transaction Documenttortious, including all claims for payment of fees and/or expenses as a broker unlawful or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation unethical conduct of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (fx) all liabilities arising from any liability for any group life or relating to any employeeshealth insurance, employee-related property damage or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect personal injury claim for employees of the Purchased Assets that are owed by Seller to and their eligible dependents in connection with any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing accident or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates event occurring prior to the Closing Date; (ixi) Seller’s agreement to pay directlyany liability arising under all applicable laws respecting employment, employment practices, terms and conditions of employment, and wages and hours, workers' compensation claims or reimburse Buyer forproceedings, certain feesdiscrimination claims or proceedings, expenses, Taxes benefits or severance or other items but only if and to the extent expressly contemplated liabilities or obligations in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing connection with any accident or arising incident occurring prior to the Closing Date to employees or former employees of the Seller; (xii) any liability or obligation under any pension, retirement, severance, welfare, vacation, deferred compensation bonus or other incentive plan, or other employee benefit program, arrangement, agreement or understanding, or medical, vision, dental or health plan, or life insurance or disability plan, retiree medical plan or any other employee benefit plans, including, without limitation, any "employee benefit plan" (as defined in Section 3(3) of ERISA) or any "multi-employer plans" (as defined in Section 3(37) of ERISA), or any "employee welfare plan" (as defined in Section 3(i) of ERISA) or any other plans, programs or arrangements of any kind to which the Seller contributes or is a party or by which it is bound or under which it may have liability and not included under which employees or former employees of the Seller (or their beneficiaries) are eligible to participate or derive a benefit, whether claims for the same are asserted by such employees before or after the Closing Date; (xiii) any liability or obligation of the Business owing to the Seller or any Affiliate (as liabilities assumed by Buyer defined in Section 3.23 below) of the Seller; other than those listed on the Closing Statement; andSeptember 30, 2000 balance sheet. (kb) all liabilities The Seller shall remain fully liable for the Excluded Liabilities. (c) The Purchaser shall be free to hire such persons, whether or not employees of the Seller or engaged in activities with respect to the Business, on such terms and obligations arising conditions of employment as the Purchaser shall determine in the exercise of its sole discretion, and nothing in this Agreement shall establish any enforceable rights, legal or equitable, in any person other than the parties hereto, including, without limitation, any employee of the Seller or any beneficiary of such employee, beyond those which constitute Assumed Liabilities pursuant to Environmental Laws relating Section 1.3. Any claim, including any claim for benefits, asserted, by or on behalf of any person with respect to any Owned Real Propertysuch person's employment by the Purchaser, shall be governed solely by applicable employment policies and employee benefit plans, if any, which the Purchaser shall adopt after the Closing Date, as construed in accordance with applicable federal and state law. Notwithstanding anything contained herein to the extent accruing contrary, the Purchaser shall not be obligated to establish or arising maintain for the benefit of employees of the Business any employee benefit plan or fringe benefit arrangement of any kind, including, but not limited to, ERISA plans. The Seller will retain sole and complete responsibility for the administration of, and benefits payable under, all employee benefit plans maintained by Seller for the benefit of the employees of the Business on or prior to the Closing DateDate subject to the terms of such plans. Notwithstanding anything to the contrary herein, the Purchaser may, in its sole and absolute discretion, terminate, with or without cause, any employee hired by the Purchaser in connection with the transactions contemplated hereby.

Excluded Liabilities. Other than the Assumed LiabilitiesExcept as expressly assumed pursuant to Section 1.3, Buyer is not assuming, assuming and will shall not be liable for, have any liability or obligation whatsoever for any Liabilities of Seller or any nature of Sellerits Affiliates (or any predecessors of Seller or any of its Affiliates) whatsoever, whether mature all of which will be retained and satisfied when due by Seller or unmaturedany of its Affiliates, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date as applicable (such liabilities other than the Assumed Liabilitiescollectively, the “Excluded Liabilities”), including, without limitationwhich Excluded Liabilities shall include the following: (a) all Liabilities of Seller or any liabilities of its Affiliates arising under this Agreement or the Related Agreements or from the consummation of the transactions contemplated hereby or thereby; (b) all Liabilities of Seller or any of its Affiliates (ior any predecessor thereto) relating to any present or former director, officer, employee, consultant or independent contractor of the Excluded AssetsSeller or any of its Affiliates (or any predecessor thereto), or any of their respective spouses, children, other dependents or beneficiaries, including any Removed Real Propertyand all Liabilities arising under any federal, state, local or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b)foreign Laws, 1.3(f) Approvals or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real PropertyOrders; (c) all liabilities for Taxes Liabilities of Seller for or any Tax period (including any liability for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 its Affiliates (or any similar provision of state, local or foreign law), as a transferee or successor, by Contract (for the avoidance of doubt, excluding such Taxes attributable predecessor thereto) to any period after the Closing Date under ordinary course lendingAffiliate or current or former member, lease stockholder, convertible debt holder, option or commercial agreements being transferred to warrant holder or assumed by Buyerholder of other equity or debt interests (or any of their successors, assigns, heirs or legal representatives) of Seller or otherwise) any of its Affiliates (or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Dateany predecessor thereto); (d) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment Liabilities of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents Affiliates (or Representatives; (eany predecessor thereto) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed any Indebtedness, trade payables, accrued expenses or Transaction Expenses, including all intercompany payable balances owing by Seller to or any of its Affiliates; (e) all Liabilities of Seller or any of its Affiliates (or any predecessor thereto) for or in respect of Taxes for any period, including any Taxes resulting from or relating to the consummation of the transactions contemplated hereby (including any Taxes that may become due as a result of any bulk sales or similar Tax that may be assessed against Seller or any of its Affiliates following the Closing); (f) all Liabilities arising in connection with or in any way relating to any real property now or previously owned, leased or operated by Seller or any of its Affiliates (or any predecessor thereto), or any activities or operations occurring or conducted at any real property now or previously owned, operated or leased by Seller or any of its Affiliates (or any predecessor thereto) (including offsite disposal), including any Liabilities arising under or relating to any Environmental Laws or any Liabilities associated with any Environmental Condition; (g) all Liabilities resulting from or relating to (or allegedly resulting from or relating to) the performance of any services or sale of any products by Seller or any of its Affiliates (or any predecessor thereto) prior to the Closing; (h) all liabilities and obligations Liabilities arising under or relating to any written or oral Contract to which Seller or any of its Affiliates is a party or by which Seller, its Affiliates or any of their respective assets or properties is otherwise subject or bound, other than Liabilities arising under the Other Contracts, Assigned Contracts to the extent accruing or arising out provided in Section 1.3; (i) all Liabilities of any nonperformance or a breach or default of such Other Contracts by Seller or any of its Affiliates prior to (or any predecessor thereto) for any Actions against Seller or any of its Affiliates (or any predecessor thereto), including any Actions pending or threatened against Seller or any of its Affiliates (or any predecessor thereto) as of the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities Liabilities of SellerSeller or any of its Affiliates (or any predecessor thereto) arising out of or resulting from any violation of or non-compliance with any federal, to the extent accruing state, local or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; andforeign Approvals, Laws or Orders; (k) all liabilities and obligations Liabilities of Seller or any of its Affiliates (or any predecessor thereto) arising out of, relating to or resulting from any obligation to indemnify any Person (other than pursuant to Environmental Laws relating to any Owned Real Property, an Assigned Contract to the extent accruing assumed pursuant to Section 1.3); (l) all Liabilities relating to, based in whole or in substantial part on events or conditions occurring or existing in connection with, or arising out of, the employment of any employee of Seller or any of its Affiliates up to the Closing and with respect to the termination of any employee of Seller or any of its Affiliates on or before the Closing Date; (m) all Liabilities arising under any Employee Benefit Plan or any benefit, Tax or compensation Liability of any ERISA Affiliate; (n) all other Liabilities arising out of or relating to the ownership or operation of the Acquired Assets or the operation of the Business prior to the Closing DateClosing; and (o) all Liabilities arising out of or attributable in any manner to the Excluded Assets. The disclosure of any Liability on any schedule to this Agreement shall not create an Assumed Liability or other Liability of Buyer, except where such disclosed Liability has been expressly assumed by Buyer as an Assumed Liability pursuant to Section 1.3.

Excluded Liabilities. Other than Notwithstanding anything herein to the contrary, the Assumed Liabilities, Buyer is Liabilities will not assuminginclude, and in no event will not be liable Buyer assume, agree to pay, discharge or satisfy, or otherwise have any responsibility for, any liability or obligation Liability of Seller of any nature of Sellerkind, whether mature or unmaturedknown, liquidated or unliquidated, fixed or contingent, known or unknown, contingent or whether arising out of acts or occurrences before, on or after the Closing Date (such liabilities otherwise other than the Assumed LiabilitiesLiabilities (collectively, the “Excluded Liabilities”), including, without limitationincluding all Liabilities of Seller of any kind: (a) for any liabilities Taxes of Seller or any Affiliate of its Affiliates (i) relating to any of the Excluded AssetsSeller, including any Removed Real Property, or (ii) arising prior payroll Taxes with respect to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h))any Business Personnel; (b) pertaining to any litigationExcluded Asset; (c) under any Contract that is related to the Business or to which Seller or any Affiliate of Seller is a party, arbitrationother than the Assumed Contracts (the “Excluded Contracts”); (d) under any Contract under which Seller or any Affiliate of Seller has incurred or guaranteed any debt, mediation including the loans described in Schedule 5.10(c) hereof and the convertible notes issued by the Company described in Schedule 5.1(b) (the “Convertible Notes”); (e) arising out of or related to any Plan; (f) related to any Business Personnel other claims than the Transferred Employee; (g) related to the Transferred Employee to the extent such Liability is attributable to events or demands of any nature involving, circumstances occurring or existing at or prior to the Closing; (h) under the Assumed Contracts arising prior to the Closing; (i) related to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Date; (d) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed failure by Seller to comply with any Law applicable to the Business; or (j) without limiting any of its Affiliates; (h) all liabilities and obligations under the Other Contractsforegoing, otherwise attributable to the extent accruing or arising out of the ownership or operation of any nonperformance Assets or a breach the Business as of or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing DateClosing.

Excluded Liabilities. Other than The Sellers shall retain and be solely responsible for all Liabilities or obligations of the Assumed Liabilities, Buyer is not assuming, and will not be liable for, any liability or obligation of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date (such liabilities Sellers other than the Assumed Liabilities, Liabilities (the “Excluded Liabilities”), includingprovided, that notwithstanding any provision to the contrary in this Agreement, the Excluded Liabilities shall include, without limitation, and in no event shall the Buyer assume or incur any Liability or obligation in respect of any of the following items: (a) Any product liability or similar claim for injury to person or property, regardless of when made or asserted, which arises out of or is based upon any liabilities express or implied representation, warranty, agreement or guarantee made by the Sellers, or alleged to have been made by the Sellers, or which is imposed or asserted to be imposed by operation of Seller law, in connection with any service performed or product designed, manufactured, sold or leased by or on behalf of the Sellers on or prior to the Closing Date, including without limitation any claim relating to any product delivered in connection with the performance of its Affiliates such service and any claim seeking recovery for consequential damage, lost revenue or income; (b) Subject to Section 1.6(c), any federal, state, local or foreign income or other Tax of the Sellers (i) relating payable with respect to the Sellers or Stockholders or any member of any affiliated group of which either is a member for any period prior to the Excluded Assets, including any Removed Real PropertyClosing Date, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related incident to or arising from as a consequence of the negotiation or consummation by the Sellers or Stockholders or any Removed Real Propertymember of any affiliated group of which either is a member of this Agreement and the transactions contemplated hereby; (c) all liabilities for Taxes of Seller for any Tax period Any Liability or obligation under, in connection, or with respect to the Excluded Assets; (including any liability for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (d) Any Liability or any similar provision of state, local obligation arising prior to or foreign law), as a transferee or successor, by Contract (for result of the avoidance of doubt, excluding such Taxes attributable Closing to any period employees, agents or independent contractors of the Sellers, whether or not employed by the Buyer after the Closing, or under any Plan, agreement, contract, benefit arrangement or otherwise with respect thereto, other than payroll, 401(k) plan matching contributions and miscellaneous employee expense reimbursements as described in Section 1.3(a) and other than accrued vacation for employees residing in the U.S. to the extent an employee hired by the Buyer has agreed to transfer such accrued vacation to Buyer in connection with his or her employment in lieu of cash payment for such vacation as described in Section 1.3(a). The Buyer shall assume no Liability under any Plan, and the Buyer shall not be required to adopt, assume or continue any such Plan after the Closing Date. All employees of the Sellers who are employed by the Buyer on or after the Closing Date under ordinary course lendingshall be new employees of the Buyer and any prior employment by the Sellers of such employees shall not affect entitlement to, lease or commercial agreements being transferred the amount of, salary or other cash compensation, current or deferred, which the Buyer may make available to its employees, except to the extent required by Law in which case Sellers shall fully indemnify Buyer for any costs or expense related thereto to the extent that Buyer would not have otherwise incurred such costs or expenses; (e) Any Liability or obligation, including, without limitation, all severance payments, termination costs, fines, pension payments, payments with respect to pre-termination notice periods, penalties and other such expenses (including any legal fees incurred in connection thereto) related to termination, with respect to or assumed by Buyer) or otherwise) or Taxes arising out of the termination or ceasing of employment of all employees of Sellers that are hired or deemed to be employees of Buyer who are terminated within ninety (90) days of the Effective Time, and with respect to the employees residing in the U.S., in an amount equal to the amount that would be due from the Sellers in accordance with the Sellers’ severance policies in effect at the Closing if such employees were terminated by the Sellers at that time. (f) Any Liability or obligation of the Sellers or Stockholders arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and fees and expenses of counsel, accountants and other experts; (g) Any Liability incurred by the Sellers as a result of any Default by such Seller under any provision of this Agreement or any document or agreement delivered in connection with this Agreement; (h) Any Liability of the Sellers to any current or former stockholder or Affiliate of such Seller’s operations , including any dissenters’ rights, and any Liability (including, but not limited to, any indebtedness or other obligation) of one Seller to another Seller; (i) Any Liability relating to any Litigation relating to, based upon, or arising out of the conduct of the Business, ownership of the Purchased Transferred Assets or other events or circumstances that existed, on or prior to the Closing Date; (d) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-Litigation related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this AgreementSellers’ current manufacturing arrangements; (j) all trade accounts payable and Any claim by any broker, finder or other operating liabilities of Seller, to Person employed or allegedly employed by the extent accruing Sellers or arising prior to the Closing Date and not included as liabilities assumed Stockholders in connection with the transactions contemplated by Buyer on the Closing Statementthis Agreement; andor (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real PropertyAny Liabilities that arise as a result of Sellers’ violation of Law, to including without limitation non-compliance with the extent accruing or arising prior to the Closing Datebulk sales laws.

Excluded Liabilities. Other than Notwithstanding any other provision of this Agreement to the Assumed Liabilitiescontrary, Buyer is not assumingSeller shall retain, and will Buyer shall not assume or be responsible or liable for, any liability for or obligation with respect to the following liabilities and obligations of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date Seller and its Affiliates (such liabilities other than the Assumed Liabilities, collectively referred to hereinafter as the “Excluded Liabilities”), including, without limitation:): (a) any and all liabilities of Seller or any of its Affiliates (i) Affiliates, arising out of, or relating to any of to, this Agreement, the Excluded AssetsAncillary Agreements, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h))and all Transaction Expenses; (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or all liabilities arising from any Removed Real Property;the Excluded Assets; and (c) all any liabilities for Taxes (i) payable or remittable by Seller or any of its Affiliates (other than the Company), whether or not relating to the Business or Acquired Assets, and whether relating to periods prior to or after the Closing Date, (ii) allocable to Seller for any Tax period under Section 7.03, or (including any liability for iii) payable or remittable by the Taxes Company as a result of the Company’s status as a current or former member of any other Person consolidated, combined, unitary or similar Tax group with Seller or its Affiliates, including under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign lawnon-U.S. Law (all Taxes described in this Section 1.04(c), as a transferee “Excluded Taxes”). Seller hereby agrees to indemnify, defend and hold harmless Buyer and its Affiliates from and against any and all damages, liabilities, demands, claims, actions, causes of action, costs, deficiencies, penalties, fines or successorother actual losses or out-of-pocket expenses (including reasonable attorneys’ fees), by Contract (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Date; (d) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller Buyer or its Affiliates prior to may suffer or incur resulting from, arising out of, relating to, in the Closing Date; (i) Seller’s agreement to pay directly, nature of or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to caused by the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing DateExcluded Liabilities.

Excluded Liabilities. Other than The Shareholder assumes the following liabilities of the Company and/or any Company Subsidiary (collectively, the "Assumed Liabilities), Buyer is not assuming, and will not be liable for, any liability or obligation of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences beforewhich Assumed Liabilities shall, on or after before the Closing Date, be transferred to the Shareholder: (a) The payable due to M▇▇▇▇▇ ▇▇▇▇▇ (Methuen, Massachusetts) as of the Effective Date for work performed during 2007; (b) Any and all liabilities and obligations (i) with respect to any pension plan sponsored by the Shareholder or (ii) as of the Effective Date with respect to any Company Plan; (c) Warranty claims with respect to 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 Company, 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 obligations owed to P▇▇▇▇ ▇. ▇▇▇▇▇▇ of Barre, Vermont by the Shareholder, Company or any Company Subsidiary as of the Closing Date (such liabilities other than or triggered by the Assumed Liabilities, the “Excluded Liabilities”)Closing, including, without limitation: , any obligations arising under that certain agreement between the Company and P▇▇▇▇ ▇. ▇▇▇▇▇▇ dated February 15, 2006; (ae) any Any and all obligations or liabilities of Seller or any of its Affiliates (i) relating to any of the Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing whatever nature (other than as set forth warranty claims which will be addressed in accordance with Section 1.3(b), 1.3(f1.5(c) or 1.3(h)); (babove) any litigation, arbitration, mediation and other claims or demands of any nature involvingarising from, related to or arising from connected in any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Date; (d) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection way with the origin, negotiation or execution Company's former operating divisions named "C▇▇▇▇ Memorials of this Agreement or the other Transaction Documents or the consummation Georgia" and "Uras Monument Company of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or RepresentativesNew Jersey"; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing Date.

Excluded Liabilities. Other than the Assumed Liabilities, Buyer is shall not assuming, and will not assume or be liable for, bound by any liability liabilities or obligation obligations of Seller of any kind or nature of Sellerwhatsoever, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, liquidated or whether arising out of acts contingent, or occurrences before, on or after the Closing Date otherwise (such liabilities other than the Assumed Liabilitiescollectively, the “Excluded Liabilities”), including, without limitationincluding any or all of the following: (a) any all liabilities of Seller or any of its Affiliates (i) and obligations relating to any of the Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigationall Taxes concerning or relating to Seller arising out of or resulting from the sale, arbitrationtransfer, mediation assignment, conveyance and other claims or demands delivery of any nature involving, related to or arising from any Removed Real Propertythe Purchased Assets pursuant hereto; (c) all liabilities for Taxes of imposed on, collected by or withheld with respect to, or in any way related to (i) Seller for any Tax period or (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyerii) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets with respect to any taxable period (or portion thereof) ending on or prior to the Closing Date; (d) all costs liabilities and expenses incurred by Seller in connection with this Agreement or obligations to any Seller Transaction Document, including all claims for payment employees of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or RepresentativesSeller; (e) all Indebtedness liabilities and obligations of Seller;Seller under any contract, lease, instrument or other agreement (verbal or written) to which Seller is a party or by which Seller is bound or any amounts due arising out of the termination thereof; and (f) all liabilities arising from any liability, obligation, claim, action, complaint, debt, suit, cause of action, investigation, or proceeding of any kind whatsoever, against or relating to any employeesSeller and/or the Purchased Assets, employee-related whether asserted, instituted, or employee benefit-related plans of Seller; commenced prior to or after the Closing Date, which arises out of, relates to, or results from (gi) all intercompany accounts payable in respect the use, ownership or lease of the Purchased Assets that are owed by or operation of the business of Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing on or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed (including due to non-compliance with applicable Laws), (ii) any actions taken or omitted to be taken by Buyer Seller on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing Date or (iii) any continuing business activities of Seller after the Closing Date.

Excluded Liabilities. Other than Notwithstanding the Assumed Liabilitiesprovisions of Section 2.5, Buyer is Buyers shall not assuming, assume the following Liabilities of Seller (and will not be liable for, any liability or obligation of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date predecessor) (such liabilities other than the Assumed Liabilitiescollectively, the “Excluded Liabilities”), includingwhich shall remain the exclusive responsibility of Seller, without limitationor its Affiliates, as applicable: (a) any liabilities Liability or Taxes of Seller (and any predecessor) or any of its Affiliates (i) relating to any in respect of or otherwise arising from the Excluded Assets or other assets of Seller that are not Acquired Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation Liability (including Seller’s allocable portion of the Transfer Taxes pursuant to Section 7.4(a)) of Seller (and other claims any predecessor) or demands any of any nature involving, related to or its Affiliates arising from the execution, delivery or performance of this Agreement or any Removed Real PropertyAncillary Agreement or the transactions contemplated hereby or thereby; (c) all liabilities for Taxes any Liability of Seller for (and any Tax period (including any liability for the Taxes predecessor) in respect 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lendingownership, lease operation, maintenance or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership use of the Purchased Acquired Assets prior with respect to any Pre-Closing Period, other than any ad valorem property Taxes attributable to the Acquired Assets for the taxable period that includes the Closing Date; (d) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment Liability of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any predecessor of Seller or its agents or Representativesaffiliates for any (i) Indebtedness (including any Taxes resulting therefrom) of the types set forth in clause (a) of the definition thereof (and, to the extent applicable to such clause (a) thereof, clause (i) thereof), and (ii) of any other category of Indebtedness unless expressly an Assumed Liability and not an Excluded Liability; (e) all Indebtedness any Liability of SellerSeller to the extent arising from the breach or default by Seller of any Assumed Contract prior to the Closing; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans the Liabilities listed in Section 2.5(e) of Seller;the Seller Disclosure Schedule; and (g) all intercompany accounts payable in respect Liabilities of the Purchased Assets that are owed by Seller to (and any predecessor) as a result of its Affiliates; (h) all liabilities and obligations under the Other Contracts, or attributable to the extent accruing or arising out of Restructuring (including any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing Dateresulting therefrom).

Excluded Liabilities. Other than Notwithstanding any other provision of this Agreement, except for the Assumed LiabilitiesLiabilities expressly specified in Section 2.2, Buyer is shall not assumingassume, and will not or otherwise be liable responsible for, any liability or obligation of any nature Liabilities of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences beforeprior to, on at or after the Closing Date date hereof (such liabilities other than the Assumed Liabilities, the “Excluded Liabilities”), includingwhich Excluded Liabilities include, without limitation: (a) Except as otherwise provided in Section 6.6, any liabilities Liability to or in respect of any employees or consultants or former employees or consultants of Seller including without limitation (i) any employment, severance, retention or termination agreement, whether or not written, between Seller and any person, (ii) any Liability under any Employee Plan at any time maintained, contributed to or required to be contributed to by or with respect to Seller or any affiliate or under which Seller or any affiliate may incur Liability, or any contributions, benefits or Liabilities therefor, or any Liability with respect to Seller’s or any affiliate’s withdrawal or partial withdrawal from or termination of its Affiliates any Employee Plan and (iiii) any claim and/or demand relating to any of the Excluded Assets, including any Removed Real Property, or (ii) arising period prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h))connection with employment related matters; (b) any litigation, arbitration, mediation and other claims or demands Any Liability of Seller in respect of any nature involving, related to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability for the Taxes of any other Person (i) under Treasury Regulations Regulation Section 1.1502-6 (or any similar provision of state, local local, or foreign law), (ii) as a transferee or successor, (iii) by Contract contract (including without limitation, pursuant to this Agreement), or (iv) otherwise), or any Liability for the avoidance of doubt, excluding such any Taxes attributable to the Business or the Assets other than Taxes that are “Apportionable Obligations” and that are apportioned to the Buyer pursuant to Section 10.2(f) hereof; (c) Any Liability arising from any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred injury to or assumed death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in products manufactured or from services performed by Buyer) or otherwise) on behalf of Seller or Taxes arising out of Seller’s operations any other person or ownership of the Purchased Assets entity on or prior to the Closing Date; (d) all costs and expenses incurred by Any Liability of Seller in connection with this Agreement arising out of or related to any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Action against Seller or any of its agents Action which adversely affects the Assets or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from the Business and which shall have been asserted on or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, prior to the extent accruing Closing Date or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates which relates to the period prior to the Closing Date; (e) Any Liability of Seller resulting from entering into, performing its obligations pursuant to or consummating the transactions contemplated by, this Agreement (including without limitation any Liability of Seller pursuant to Article X hereof); (f) Any Liability on the Closing Statement; (g) Any Liability related to any Former Facility; (h) Any Liability of any Subsidiary owed to Seller; (i) Seller’s agreement Any Liability of the Seller owed to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreementany Subsidiary; (j) all trade accounts payable and other operating liabilities of Seller, Any Liability related to the extent accruing or arising prior Key License Agreements; (k) Any Liability related to the Closing Date and not included as liabilities assumed by Buyer on Excluded Assets; (l) Any Liability related to Seller’s provision of warranties, indemnities or service in relation to the Closing StatementBusiness; (m) Any Liability with respect to Seller’s creditors, suppliers or customers; and (kn) all liabilities Any Liability with respect to Seller’s shareholders or any other equity holders and obligations arising holders of rights to acquire equity securities of Seller (including without limitation, pursuant for any employee stock option plans); and. (o) Any other Liability not explicitly assumed by the Buyer pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing Datethis Agreement.

Excluded Liabilities. Other Notwithstanding anything to the contrary contained in this Agreement and regardless of whether such Liability is disclosed herein or on any schedule or exhibit hereto, other than the Assumed LiabilitiesLiabilities explicitly set forth in Section 2.2(a), Buyer is and the Buyer Affiliates will not assumingassume or be liable for any Liability of any kind or nature whatsoever of Seller or any Seller Affiliate, including, but not limited to, the following: (i) those Liabilities not specifically described in Section 2.2(a) hereof, (ii) those Liabilities arising out of or related to facts, events, transactions, occurrences or actions or inactions arising prior to the Closing Date, (iii) those Liabilities resulting from, arising out of, relating to, in the nature of, or caused by (A) Taxes of any kind or nature whatsoever (including Taxes relating to all payments relating to wages, bonuses and all other forms of compensation made to the Scheduled Employees by Seller or a Selling Affiliate prior to or after the Closing Date), (B) Indebtedness, (C) any Excluded Asset or Excluded Contract (or any Reseller Agreement or other Contract imposing exclusivity or noncompetition obligations on the part of Seller or any Selling Affiliate) or any intercompany payable or intercompany Liability of any kind or nature or any obligation with respect to any outstanding checks, (D) any breach of contract or noncompliance thereunder (including with respect to the transfer or assignment of Purchased Contracts to Buyer or Buyer Affiliate under this Agreement), breach of warranty or product liability, tort, default, infringement, violation of law, warranty claim or other matter, including any third-party claim under a theory of fraudulent conveyance, inadequate consideration or preferential transfer arising out of facts, events, circumstances, actions or inactions occurring or existing on or prior to the Closing Date, (E) any litigation, claim, assessment, action, suit, proceeding, order, judgment, decree or investigation of any kind or nature arising out of facts, events, circumstances, actions or inactions occurring or existing on or prior to the Closing Date, (F) violation or non-compliance with Environmental and Safety Requirements or (G) any Scheduled Employee(s) prior to the Closing Date, non-Scheduled Employee(s), former employee(s) or retiree(s) (or any dependents or beneficiaries thereof), or any benefit plan of any kind or nature sponsored, maintained or contributed to by Seller or any ERISA Affiliate, (iv) Seller’s Liabilities under this Agreement, the Disclosure Schedules attached hereto, and will not be liable forthe Transaction Documents, (v) any liability accounts payable or obligation accrued expenses, (vi) any Liabilities for workers’ compensation benefits, severance pay, vacation pay, sick pay, salary, bonuses (including bonuses paid pursuant to long-term retention arrangements or agreements or executive bonus plans), commission payments, long-term retention bonuses, reimbursable expenses or other payments or obligations of any nature kind owed or promised to any Scheduled Employee or any non-Scheduled Employee or made or granted (whether pursuant to law or otherwise) in connection with any Scheduled Employee’s or any non-Scheduled Employee’s termination of Selleremployment or (vii) any Liabilities described in the second proviso of the fourth-to-last paragraph on Exhibit E attached hereto (in each case with respect to any of the matters described in the second proviso of the sixth-to-last paragraph on Exhibit E, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, whether absolute or contingent, whether arising out accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due, whether related to the Products or not, and regardless of acts when or occurrences before, on or after the Closing Date by whom asserted) (such liabilities other than the Assumed Liabilitiescollectively, the “Excluded Liabilities”). For purposes of this Section 2.2, including, without limitation: (a) any liabilities of Seller or any of its Affiliates (i) relating “Seller” shall be deemed to any of the Excluded Assets, including any Removed Real Property, or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real Property; (c) include all liabilities for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations Subsidiaries, Affiliates (including the Selling Affiliates), any predecessors to Seller and any person or ownership entity with respect to which Seller is a successor-in-interest (including by operation of law, merger, liquidation, consolidation, assignment, assumption or otherwise). Seller hereby acknowledges that it or a Selling Affiliate is retaining the Purchased Assets prior to the Closing Date; (d) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction DocumentExcluding Liabilities, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) a Selling Affiliate shall pay, discharge and perform all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing DateLiabilities promptly when due.

Excluded Liabilities. Other than Notwithstanding the Assumed Liabilitiesprovisions of Section 2.3 or any other provision in this Agreement to the contrary, Buyer is shall not assumingassume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever, and will not be Seller shall, and shall cause each of its Affiliates to, pay and satisfy when due and remain liable forfor any and all Liabilities that encumber the Business or the Purchased Assets, any liability or obligation of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date (such liabilities in each case other than the Assumed LiabilitiesLiabilities (collectively, the “Excluded Liabilities”), including, without limitation, the following: (a) any liabilities Liabilities of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the applicable Ancillary Documents and the Contemplated Transactions, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others; (b) any Liability for (i) Taxes of Seller (or the Members or any Affiliate of Seller or the Members) or relating to the Business, the Purchased Assets or the Assumed Liabilities for the Pre-Closing Period; (ii) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Seller pursuant to Sections 10.1(a) or 10.1(b); or (iii) other Taxes of Seller (or the Members or Affiliate of Seller or the Members) of any kind or description (including any Liability for Taxes of Seller (or the Members or Affiliate of Seller or the Members) that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); (c) all Accounts Payable; (d) any Liabilities relating to or arising out of or incurred in connection with, any of the Excluded Assets; (e) any Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing; (f) any Liabilities of the Members or any Affiliate of the Members; (g) any Environmental Claims, or Liabilities under Environmental Laws, arising out of or relating to any past or present Events existing on or prior to the Closing; (h) any Liabilities of the Business relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Purchased Assets issued by the Business’ customers to Seller on or before the Closing, (ii) did not arise in the ordinary course of business or (iii) are not validly and effectively assigned to Buyer pursuant to this Agreement; (i) any Liabilities to indemnify, reimburse or advance amounts to any present or former Personnel (including with respect to any breach of fiduciary obligations by same), except for indemnification of same pursuant to Section 8.2(a); (j) any Liabilities under any Contracts, including Intellectual Property Licenses, (i) which are not validly and effectively assigned to Buyer pursuant to this Agreement, (ii) which do not conform to the representations and warranties with respect thereto contained in this Agreement or (iii) to the extent such Liabilities arise out of or relate to the operation of the Business prior to the Closing or a breach by Seller of such Contracts prior to Closing; (k) any Liabilities associated with Indebtedness outstanding as of immediately prior to the Closing; (l) any Liabilities arising out of, in respect of or in connection with the failure by Seller or any of its Affiliates (i) relating to comply with any of the Excluded Assets, including any Removed Real Property, Law or (ii) arising prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)); (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Date; (d) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing StatementOrder; and (km) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to Liabilities of Seller or the extent accruing Members based upon Seller’s or arising prior to the Closing DateMembers’ acts or omissions occurring after the date hereof.

Excluded Liabilities. Other Notwithstanding anything to the contrary set forth herein, none of Buyer, the Canadian Buyer, or any of their respective Affiliates shall assume, and shall not be deemed to have assumed, and the Sellers shall be solely and exclusively liable with respect to, all Liabilities of any Seller or any of its Affiliates (other than the Transferred Entities) or any of their respective predecessors other than the Assumed Liabilities (collectively, the “Excluded Liabilities, Buyer is not assuming”). For the avoidance of doubt, and will not without limiting the foregoing, none of Buyer, the Canadian Buyer, or any of their respective Affiliates shall assume or be obligated to assume, or otherwise be liable for, any liability or obligation of the Excluded Liabilities, including all of the following Liabilities of any nature Seller or any of Sellerits Affiliates (other than the Transferred Entities or any of their respective predecessors) (each of which shall constitute an Excluded Liability hereunder): (a) any Liability for Taxes of the Sellers, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out in respect of acts or occurrences the period before, on or after the Closing Date including any Liability resulting from any Tax assets, Tax refunds, Tax payments, Tax credits, or other Tax attributes (such liabilities other than including any amounts that are owed or may become owing to the Assumed LiabilitiesSellers from any Taxing Authority and any Claims in respect thereof) (“Tax Attributes”) of any Seller, the “Excluded Liabilities”), and including, without limitation: (a) for greater certainty, any liabilities Transfer Taxes properly payable by the Sellers under applicable Law in respect of Seller the transfer and issuance of the Transferred Assets in consideration for the Credit Bid Amount or any refunds of its Affiliates Taxes relating thereto, any Tax liability of any Seller (ior any person related to it) relating to for which any of the Excluded AssetsSellers may have joint or several liability under the Tax Act or the Code, including whether occurring before or after the Closing Date and whether assessed or not but excluding any Removed Real PropertyTax Attributes relating to, or (ii) arising prior to attributable to, the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h))Transferred Entities; (b) any litigation, arbitration, mediation and other claims or demands of any nature involving, related to Liability in connection with or arising from or relating to: (i) any Removed Real PropertyExcluded Asset, including any Taxes associated therewith; (ii) the operations of the Business prior to Closing; and (iii) the operations of the Sellers, including Seller Parent and their Affiliates in Canada, France, Hungary, Norway and the United Kingdom, in each case, whether prior to, on or after the Closing; (c) all liabilities for Taxes of Seller for any Tax period (including any liability except for the Taxes of Assumed Debt Obligations, 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing DateDebt; (d) any Liability for any intercompany accounts payable to any Seller; (e) any fees, costs and expenses (including legal, expert, consultant, financial advisory, and accounting fees) incurred by any Seller in connection with the CCAA Proceeding or the Transaction, including all fees, costs and expenses incurred by Seller in connection with or by virtue of: (i) the negotiation, preparation and review of this Agreement Agreement, the DIP Term Sheet and all agreements ancillary or related hereto or thereto; and (ii) the preparation and submission of any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker filing or finder notice required to be made or given in connection with the originTransaction, negotiation and the obtaining of any of the Consents and Approvals required to be obtained in connection with the Transaction; (f) any Liabilities arising under or execution pursuant to Environmental Laws; (g) any Liabilities arising under or pursuant to Labor Laws and arising prior to the Closing, other than the Accrued Wages; (h) any Liabilities (i) relating to the Hired Employees and their dependents and beneficiaries (and any alternate payees in respect thereof) arising during or in connection with periods on or prior to the Closing Date other than those Liabilities expressly assumed pursuant to Section 2.5(f), (ii) relating to all other current or former employees, directors, consultants or candidates for employment and other individual service providers of this Agreement the Sellers or their Affiliates and their dependents and beneficiaries (and any alternate payees in respect thereof) arising at any time, in each case, including any severance, termination or payment in lieu of notice Liability and the employer portion of any payroll, social security or unemployment Tax arising in connection therewith, and (iii) other than those Liabilities expressly assumed pursuant to Section 2.5(f), arising under or out of any Law or Contract in connection with such Person’s employment, service or Contract with, or the termination of such Person’s employment, service or Contract with, any Seller or its Affiliates (other Transaction Documents than the Transferred Entities); (i) any Liabilities and obligations relating to or with respect to the Benefit Plans including all executive or incentive compensation, bonus, deferred compensation, pension, profit sharing, severance, retirement, savings, retirement, stock option, stock purchase, group life, health or accident insurance or other Benefit Plan, including the Parent LTIP and the Parent Legacy Plans; (j) any success, retention, stay, change of control, transaction bonuses, incentive equity awards, or similar bonuses and any other payments or benefits owing to current or former employees, independent contractors or consultants of the Sellers or their Affiliates in connection with the consummation of the Transaction based upon any agreement(including amounts or benefits payable pursuant to a “Key Employee Incentive Plan” or “Key Employee Retention Plan”, arrangement or understanding between the claimant and Seller or any other arrangements with employees or consultants, that are, authorized and approved by the CCAA Court), including any employer portion of its agents any payroll, social security or Representativessimilar Taxes in respect thereof; (ek) all Indebtedness any Liability of Seller; (f) all liabilities any Seller arising from out of this Agreement or relating to any employees, employee-agreement ancillary or related hereto or employee benefit-related plans of Seller; (g) all intercompany accounts payable otherwise in respect of the Purchased Assets that are owed by Seller to any of its AffiliatesTransaction; (hl) all liabilities except to the extent included in the Assumed Liabilities, any Liabilities arising out of or relating to the Business (other than the Transferred Entities), the Transferred Assets, the Transferred Intellectual Property or the ownership, operation or conduct thereof prior to the Closing; (m) any Liabilities other than the Cure Amounts for accrued expenses and obligations accounts payable of the Business (other than the Transferred Entities), except to the extent arising on or after the Filing Date and included in Assumed Liabilities under Section 2.5; (n) any Liabilities arising as a result of any Proceeding, whether initiated prior to or following the Other ContractsClosing, to the extent accruing related to the Business (other than the Transferred Entities) or the Transferred Assets prior to the Closing, including any actions for breach of contract, violations of Law, product liability or any tort actions; (o) any Liabilities arising out of any nonperformance outstanding severance obligations of the Sellers with respect to or a breach or default arising from the termination of such Other Contracts by Seller or its Affiliates employment of any prior to the Closing Date; (i) Seller’s agreement to pay directlyand the employer portion of any payroll, social security or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated unemployment Tax arising in this Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statementconnection therewith; and (kp) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, Liabilities to the extent accruing or arising not otherwise expressly assumed pursuant to Section 2.5 incurred subsequent to the Filing Date and prior to the Closing DateClosing.

Excluded Liabilities. Other than the Assumed Liabilities, Buyer is not assumingNotwithstanding Section 2.2, and will not regardless of whether any of the following may be liable fordisclosed to Purchaser or any of their Representatives or otherwise or whether Purchaser or any of its Representatives may have knowledge of the same, neither Purchaser nor any of its Affiliates (including, solely after the Closing, ZZI) shall assume, or be deemed to have assumed, any liability or obligation of any nature of Seller, whether mature or unmatured, liquidated or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after the Closing Date following Liabilities (such liabilities other than the Assumed Liabilitiescollectively, the “Excluded Liabilities”), including, without limitation:): (a) all Liabilities in respect of the Acquired Assets, including the Acquired Contracts (including Shared Contracts) and the Program, to the extent arising at any liabilities of Seller time prior to the Closing or any of its Affiliates to the extent such Liabilities relate to (i) relating to any the conduct of the Excluded Assets, including any Removed Real Property, Program by the Seller Group on or prior to the Closing or (ii) arising any breach, default or other violation of Acquired Contracts, Shared Contracts or applicable Law by the Seller Group, in each case, on or prior to the Closing (other than as set forth in Section 1.3(b), 1.3(f) or 1.3(h)including any Third Party Claim made following the Closing with respect to any such Liabilities); (b) any litigationportion of the Shared Contracts to the extent relating to the Excluded Assets (including any Seller Group program(s) other than the Program, arbitrationsuch as the Seller Group’s proprietary antibody-drug conjugate, mediation and other claims ZW49 (or demands of any nature involving, related to or arising from any Removed Real PropertyZanidatamab Zovodotin)); (c) all liabilities for Taxes Liabilities of ZZI, to the extent arising at any time prior to the Closing or to the extent such Liabilities relate to (i) the conduct of the Program by the Seller for Group on or prior to the Closing or (ii) any Tax period breach, default or other violation by the Seller Group of any Contract to which ZZI is a party or applicable Law, in each case, on or prior to the Closing (including any liability for Third Party Claim made following the Taxes Closing with respect to any such Liabilities); (d) all Liabilities relating to any of any other Person under Treasury Regulations Section 1.1502the Excluded Assets or Non-6 Continuing Service Providers; (or any similar provision of statee) all Seller Tax Liabilities; and (f) all Service Provider Retained Liabilities; Confidential provided that, local or foreign law), as a transferee or successor, by Contract (for the avoidance of doubt, excluding such Taxes attributable to the Excluded Liabilities shall not include any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Date; (d) all costs and expenses incurred by Seller in connection with this Jazz Collaboration Agreement Liabilities or any Seller Transaction DocumentLiability of Purchaser or its Affiliates under this Agreement, including all claims for payment of fees and/or expenses as a broker or finder in connection with the origin, negotiation or execution of this any Related Agreement or the other Transaction Documents or the consummation of the Transaction based upon any agreement, arrangement or understanding between the claimant and Seller or any of its agents or Representatives; (e) all Indebtedness of Seller; (f) all liabilities arising from or relating to any employees, employee-related or employee benefit-related plans of Seller; (g) all intercompany accounts payable in respect of the Purchased Assets that are owed by Seller to any of its Affiliates; (h) all liabilities and obligations under the Other Contracts, to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to the Closing Date; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Amended Collaboration Agreement; (j) all trade accounts payable and other operating liabilities of Seller, to the extent accruing or arising prior to the Closing Date and not included as liabilities assumed by Buyer on the Closing Statement; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing Date.

Excluded Liabilities. Other than Notwithstanding any other provision of this Agreement or any other writing to the contrary, the Purchaser and its Designated Affiliates are assuming only the Assumed Liabilities, Buyer is Liabilities and are not assuming, and will not be liable for, assuming any liability other Liability of the Seller or obligation any Selling Affiliate of any nature of Sellerwhatever nature, whether mature presently in existence or unmatured, liquidated arising hereafter. The Liabilities which are being retained by Seller and the Selling Affiliates and are not being assumed by the Purchaser or unliquidated, fixed or contingent, known or unknown, or whether arising out of acts or occurrences before, on or after its Designated Affiliates include the Closing Date following (such liabilities other than the Assumed Liabilities, the “Excluded Liabilities”), including, without limitation: ): (a) any liabilities Liability for Taxes (i) of the Seller or any of its Affiliates (i) relating to any of the Excluded Assets, including any Removed Real Property, Selling Affiliate or (ii) attributable to the Business or the Purchased Assets, in each case, for any Pre-Closing Period (other than Taxes that are current Liabilities included in Final Closing Net Working Capital); (b) all Liabilities to or with respect to Employees, former employees of the Business, and any Seller Plan, other than those Liabilities expressly assumed pursuant to Section 2.3(c) and Section 2.3(d); (c) any Liability arising in connection with Environmental Laws or Hazardous Materials arising out of or relating to: (i) any properties or facilities that as of immediately prior to the Phase I Closing (other than as set forth in Section 1.3(b)were formerly owned, 1.3(f) leased or 1.3(h)); (b) any litigationoperated by, arbitration, mediation and other claims or demands of any nature involving, related to or arising from any Removed Real Property; (c) all liabilities for Taxes of Seller for any Tax period (including any liability 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 (for the avoidance of doubt, excluding such Taxes attributable to any period after the Closing Date under ordinary course lending, lease or commercial agreements being transferred to or assumed by Buyer) or otherwise) or Taxes arising out of Seller’s operations or ownership of the Purchased Assets prior to the Closing Date; (d) all costs and expenses incurred by Seller in connection with this Agreement or any Seller Transaction Document, including all claims for payment of fees and/or expenses as a broker or finder in connection with the originBusiness or by any of the Acquired Companies, negotiation or execution by any predecessor or affiliate thereof; (ii) the off-site treatment, transport, storage or disposal of this Agreement Hazardous Materials on or prior to (A) the Phase I Closing by or on behalf of any of the Asset Selling Affiliates in connection with the Phase I Business or by or on behalf of any of the Acquired Companies or (B) the Phase II Closing by or on behalf of any of the Asset Selling Affiliates in connection with the Phase II Business, and, with respect to either (A) or (B), any predecessor or affiliate of the applicable Asset Selling Affiliates or the other Transaction Documents Acquired Companies; and (iii) the sale, use, handling or manufacture of products containing asbestos on or prior to (A) the Phase I Closing by or on behalf of any of the Asset Selling Affiliates in connection with the Phase I Business or by or on behalf of any of the Acquired Companies and (B) the Phase II Closing by or on behalf of any of the Asset Selling Affiliates in connection with the Phase II Business, or, with respect to either (A) or (B), any predecessor or affiliate of the applicable Asset Selling Affiliates or the consummation Acquired Companies; including, in the case of each of the Transaction based upon foregoing clauses (i), (ii) and (iii), any agreement, arrangement Proceeding relating thereto; (d) any Liability arising out of or understanding between the claimant and Seller or related to any of its agents or Representatives; Excluded Asset; (e) all Indebtedness liabilities, obligations or commitments of the Seller; , its Affiliates or the Business under confidentiality agreements to which the Seller is a party relating to the sale of the Business unless relating to or arising out of the breach of any such agreement (a copy of which has been made available to Purchaser at or prior to the applicable Closing) by a Transferred Employee following the applicable Closing Date for such Transferred Employee; (f) all liabilities arising from any Indebtedness of the Seller or relating to any employees, employee-related or employee benefit-related plans of Seller; its Affiliates; (g) all intercompany accounts payable in respect obligations or Liabilities of the Purchased Assets that are owed by Seller to or any of its Affiliates; Asset Selling Affiliate under any Contract between or among the Seller or any Affiliate thereof and any Asset Selling Affiliate(s); (h) all liabilities and obligations under the Other Contracts, any intercompany accounts or notes payable due to the extent accruing or arising out of any nonperformance or a breach or default of such Other Contracts by Seller or its Affiliates prior to as of the applicable Closing Date; ; (i) Seller’s agreement to pay directly, or reimburse Buyer for, certain fees, expenses, Taxes or other items but only if and to the extent expressly contemplated in this Agreement; (j) all trade accounts payable and other operating any liabilities of Seller, to the extent accruing or arising prior to the Closing Date Business as conducted in Malaysia and not included as liabilities assumed by Buyer on the Closing StatementSingapore; and (k) all liabilities and obligations arising pursuant to Environmental Laws relating to any Owned Real Property, to the extent accruing or arising prior to the Closing Date.19