Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following: (a) any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing Date.

Excluded Liabilities. Notwithstanding any other provision of anything to the contrary in this Agreement, the Purchaser shall not, at the Closing or at any Schedule time thereafter, assume or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and shall not be responsible agree to pay, perform or discharge (discharge, and the Seller Reliant shall retain, remain liable for and shall pay, perform and discharge (or otherwise discharge without recourse cause to be paid, performed and discharged) when due, all liabilities and obligations of Reliant relating to the BuyerProduct and the Product Line Operations (whether known or unknown, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the followingfollowing liabilities and obligations of Reliant: (a) any Liability for Taxes, including any Taxes (i) relating all liabilities and obligations required to be performed under the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing Assigned Contracts and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising Orders prior to the Closing Date; (fb) any Seller Transaction Expenses, except all liabilities and obligations of Reliant under the Nizatidine Supply Agreement not assumed by Purchaser pursuant to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3Nizatidine Supply Agreement Assignment; (gc) any Liability all Losses arising out of claims of third parties due to indemnify, reimburse the use or advance amounts to any present or former officer, member, manager, director, employee or agent sale of the Seller Product (including with respect whether or not defective) sold prior to any breach of fiduciary obligations the Closing Date by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial Reliant or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on Affiliates and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the Product sold prior to the Closing Date; (id) subject to Sections 7.3(d) and 7.7, all Government Rebates and Charges and Discounts for Product distributed by Reliant or any Liability relating of its Affiliates prior to any Excluded Assets, whether arising prior to, on or after the Closing Date; (e) subject to Section 7.5, all obligations for replacements of, or refunds for Product, whether or not bearing Reliant’s name or any Reliant Brand, distributed by Reliant or any of its Affiliates on or prior to the Closing Date; and (f) any obligations of Reliant arising under this Agreement, including pursuant to any representation, warranty or covenant hereunder, or from the consummation of the transaction contemplated hereby.

Excluded Liabilities. Notwithstanding the provisions of Section 2.3 or any other provision of in this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, the Buyer does shall not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller Sellers or any of its their Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”). Sellers shall, includingand shall cause each of their Affiliates to, without limitationpay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) any Liability for Taxes, including any Taxes (i) Liabilities relating to the ownershipProject or any present or former developer, possession, owner or use operator of the Purchased Assets or the operation of the Business at or Project incurred prior to the Closing and (ii) that are the obligation Date, whether or not associated with, or arising from, any of the Seller pursuant to Section 6.23 of this AgreementPurchased Assets, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes and whether fixed, contingent or otherwise, known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assetsunknown; (b) any Indebtedness, except Liabilities related to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Excluded Assets; (c) any Liability of Sellers for Taxes accrued before or through the Seller arising from or related Closing Date with respect to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to ClosingPurchased Assets; (d) any Liability arising from or related to any violation or noncompliance of Sellers for costs and expenses incurred in connection with this Agreement and the Seller with any Law applicable to the Seller, the Business or the Purchased Assetstransactions contemplated hereby; (e) any Liability arising from under the Land Contracts, Purchased Contracts (other than the GIA), Permits or related Permit applications to any Action against the Sellerextent such Liability, the Businessbut for a breach or default by Sellers or a waiver or extension given to or by Sellers, the Purchased Assets would have been paid, performed or the Assumed Liabilities pending as of otherwise discharged on or prior to the Closing Date or based upon to the extent such Liability arises out of any actionsuch breach, eventdefault, circumstance, omission waiver or condition extension given to or by Sellers; (f) any obligations owed to any Governmental Authority arising out of commitments (other than Permits or Purchased Contracts) which were made by Sellers prior to the Closing Date; (fg) any Seller Transaction Expenses, except to Sellers’ portion of the extent that such Seller Transaction Expenses are contemplated in deriving costs associated with the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability GIA as if the same was specifically listed set forth in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable6.10; (h) any Liability Environmental Claims, or Liabilities under any stateEnvironmental Laws, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment extent arising out of any actions or omissions of its employees Sellers on or prior to the Closing Date;; and (i) any Liability relating Liabilities arising out of, in respect of or in connection with the failure by Sellers or any of their Affiliates to comply with any Excluded Assets, whether arising prior to, Law on or after prior to the Closing Date.

Excluded Liabilities. Notwithstanding any other provision of anything in this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, unless express or implied by the Buyer does not context herein, or as otherwise limited under Section 6.5 or elsewhere in this Agreement, and except for the Assumed Liabilities set forth in Section 1.3: (a) Buyer, the Merger Subsidiary and Parent shall not, directly or indirectly, assume and shall not be responsible to payor become liable for any other debt, perform obligations, indebtedness or discharge (and the Seller shall retain, pay, perform other liabilities or otherwise discharge without recourse to the Buyer) any Liabilities obligations of the Seller or any of its Affiliates of the Stockholders, whether or not such liabilities are required to be set forth on a Seller balance sheet prepared in accordance with GAAP, arise under any kind employment agreement or nature whatsoever other Contract or writing (other than the specific Assumed Contracts referred to in Sections 1.1(e) and identified on the schedule thereto and the transactions contemplated in and by this Agreement, including without limitation those agreements and documents identified and referenced in Section 1.7) or result from any contingencies or claims of any third person, firm, entity or Governmental Entity or regulatory authority; and (b) Seller or the Stockholder, as the case may be, shall remain solely responsible for all liabilities and obligations not assumed by Buyer under this Agreement as Assumed Liabilities (or otherwise undertaken by Buyer under this Agreement. For the “Excluded Liabilities”)avoidance of doubt, includingonly to the extent arising from events that have occurred prior to Closing, without limitationand subject to the requirement that written notice of any such claims that are received by Buyer be tendered within 30 days of receipt by Buyer to the Seller and the Stockholders, the following: (a) any Liability for Taxes, including any Taxes (i) relating subject to the ownershiplast sentence of this Section 1.4, possession, any and all VAT or use of the Purchased Assets or the operation of the Business at or prior to the other Pre-Closing Tax obligations shall be retained by Stockholders and (ii) that are the obligation of the Seller pursuant to Section 6.23 4.11 hereof, and (ii) any fines, penalties, debts or liabilities incurred by Seller, DiscCo or any of the Stockholders in connection with the failure by the Company or DiscCo prior to Closing to comply with any requirements or obligations to register with applicable governmental agencies or authorities, certain of the products sold by Seller, Disco or any of their Subsidiaries, directly or through distributors or fulfillment centers to retail consumers located in countries under the jurisdiction of such governmental agencies or authorities, as determined, claimed and assessed by such applicable governmental agencies or authorities, shall for all purposes be deemed to be Excluded Liabilities. Notwithstanding the foregoing, any tax consequences of the Merger, as defined in Section 1.7, or any related liabilities, whether to DiscCo, to ▇▇▇▇▇▇▇ as the sole Stockholder of DiscCo, or to ▇▇▇▇▇▇▇▇ as a former Stockholder of DiscCo, arising as a result of the Merger failing to qualify as a tax-free merger under Section 368 and related sections of the Internal Revenue Code, thereby resulting in taxes to DiscCo, ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇, shall not, for the purposes of this AgreementAgreement or the Merger, provided however that this subparagraph be considered a Pre-Closing Tax obligation, shall expire twelve (12) months be excluded from the Closing such that any Liability for Taxes Stockholders’ responsibility under Section 4.11, and shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known remain covered by the tax indemnity agreement by Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale Buyer’s Affiliates in favor of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing Date▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇.”

Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement or in any other provision Transaction Document, and regardless of whether such liability is disclosed in this Agreement, in any of the Transaction Documents or on any Schedule or Exhibit hereto or any Transaction Document to the contrarythereto, the Buyer does New LP will not assume and shall not be responsible assume, agree to pay, perform and discharge or discharge (and the Seller shall retainin any way be responsible for any debts, pay, perform liabilities or otherwise discharge without recourse to the Buyer) any Liabilities obligations of the Seller Business, the Selling Parties or any of its their respective Affiliates of any kind or nature whatsoever other than whatsoever, arising out of, relating to, resulting from, or caused by any transaction, status, event, condition, occurrence or situation relating to, arising out of or in connection with the Assumed Liabilities Business, the Assets or the Selling Parties, arising or occurring on or prior to the Closing Date, including, without limitation, any liabilities or obligations relating to or arising from the Excluded Assets (the “Excluded Liabilities”). Notwithstanding the foregoing, Clearview will contribute into New LP, and New LP will assume and thereafter pay and fully satisfy when due, all liabilities and obligations: (a) which arose prior to the New LP Asset Transfer and represent normal and current trade payables incurred by Clearview in connection with the operation of the Business in the ordinary course of business, consistent with past custom and practice, and are specifically set forth on Schedule 1.4(a) (“Accounts Payable”); (b) the other accrued liabilities of Clearview (including, but not limited to, the personal property or real estate taxes, associated with the Real Property Lease for the Facility for the period from January 1, 2006 through the date of Closing), all of which have been incurred in the ordinary course of business, consistent with past custom and practice (including, without limitation, accrued but unpaid paid time off for the following: (a) any Liability for TaxesContinuing Employees), including any Taxes (i) relating to which do not collectively exceed, together with the ownership, possession, or use aggregate amount of the Purchased Assets or the operation of the Business at or prior to the Closing Accounts Payable, One Hundred Thousand and No/Dollars (ii$100,000) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase “Accrued Liabilities”); and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) first arising after the New LP Asset Transfer under any Liability Assumed Contract (except for any liability or obligation arising from any breach or failure to perform under any of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising foregoing prior to the Closing Date; ) (f) any Seller Transaction Expensesall such liabilities and obligations to be so contributed into, except and assumed by, the New LP being collectively referred to herein as the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an “New LP Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such partyLiabilities”), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing Date.

Excluded Liabilities. Notwithstanding anything to the contrary in this Agreement or otherwise, neither Buyer nor any of its Affiliates shall assume, nor shall they be or become responsible for, any Liabilities of the Business or of Seller Parent or any of its Subsidiaries other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following: (a) any Liability except for Taxesthe Assumed Liabilities described in Sections 2.3(d), including any Taxes 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; (ib) 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 the ownershipany Transferred Asset, possession, or use of the Purchased Assets Transferred Group Asset or the operation of the Business at Business, to the extent arising or accruing prior to the Closing and (ii) that are or resulting from the obligation ownership, operation or control of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from Business or the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer Transferred Assets or Seller, the Parties immediately provide notice Transferred Group Assets prior to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Closing; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related all Liabilities to the performance of, violation of Law, infringement or indemnity pursuant extent relating to the Excluded Assets; (d) all Liabilities under any Assigned ContractBusiness Contracts, in each case to the extent such Liability is based upon Liabilities relate to any actionfailure to perform or other breach, event, circumstance, omission default or condition which first occurred at violation by Seller Parent or any of its Subsidiaries under any such Business Contract prior to the Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related all Liabilities with respect to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising Products sold prior to the Closing DateClosing, 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 Seller Transaction Expenses, except Taxes arising out of or relating to the extent that such Seller Transaction Expenses are contemplated in deriving separation and/or sale of the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3Excluded Business (including any restructuring related thereto); (g) any Liability all Liabilities arising out of or relating to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicableRetained Business; (h) any Liability under any state, provincial all Liabilities arising out of or local law with respect relating to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation separation and/or sale of the transactions contemplated hereby or the Seller’s termination of the employment of Excluded Business (including any of its employees on or prior to the Closing Daterestructuring 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 Liability 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 Business Employee or Continuing Employee, arising from or incurred solely in connection with this Agreement or the Transactions, other than as set forth in the 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), other than as set forth in the Transition Services Agreement; (iii) all Liabilities (including severance costs) arising out of the employment of the Continuing Employees by a Seller or any Subsidiary of a Seller or any member of the Transferred Group at and prior to the Closing, or relating 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), including, for the avoidance of doubt, all employment-related Liabilities relating to any pre-Closing restructuring with respect to the Business Employees who are employed by an entity within the Transferred Group as of immediately prior to the Closing; (iv) all Liabilities relating to any equity or equity-based awards granted by Seller Parent; and (v) the employer portion of any employment Taxes or other costs arising from any of the foregoing; (k) all Liabilities relating to 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 pre-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, including the separation and/or sale of the Excluded Assets, whether arising prior to, on or after the Closing Date.Business;

Excluded Liabilities. Notwithstanding any other provision of this AgreementExcept for the Assumed Lap-Band Liabilities, any Schedule or Exhibit hereto or any Transaction Document to the contraryReShape shall not assume, the Buyer does not assume and shall not be responsible to payhave no liability for, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller Apollo or any of its Affiliates Apollo Affiliate of any kind kind, character or nature whatsoever description, it being understood that ReShape is expressly disclaiming any express or implied assumption of any Liabilities other than the Assumed Lap-Band Liabilities including, without limitation all Liabilities arising out of, resulting from or relating to (collectively, the “Excluded Apollo Liabilities”), including, without limitation, the following:): (a) any Liability for Taxesand all Claims, including any Taxes (i) relating regardless of when such Claim was first commenced or made, that arose out of, relates to or results from the ownershipdevelopment, possessionnonclinical and clinical testing, commercialization, manufacture, storage, packaging, import, marketing, labeling, pricing, distribution, sale or use of the Purchased Assets Apollo Lap-Band Product or the operation any of the Business at or Apollo Lap-Band Assets, in each case, prior to the Closing Closing, including all such Claims relating to warranty obligations, marketing programs, patient incentive programs and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assetsalleged intellectual property infringement; (b) any Indebtednessand all products liability Claims that arose out of, except relates to or results from any Apollo Lap-Band Product sold prior to the extent that Closing (including Claims alleging defects in such Indebtedness is contemplated in deriving Apollo Lap-Band Product and Claims involving the Purchase Price in which case death of or injury to any individual relating to such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Apollo Lap-Band Product); (c) any Liability of recalls (including after the Seller arising from or related Closing) mandated by any Governmental Body with respect to any breach, failure to perform, tort related Apollo Lap-Band Products manufactured or sold prior to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable and all Claims for Apollo Lap-Band Products manufactured prior to the SellerClosing, including but not limited to product liability and infringement of Intellectual Property whether or not sold prior to the Business or the Purchased AssetsClosing; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing DateExcluded Apollo Assets; (f) any Seller Transaction ExpensesTaxes (other than Transfer Taxes, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed governed solely by Section 2.8) (i) in Section 2.3; respect of or imposed upon Apollo or any of its Affiliates for any taxable period, or (gii) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including imposed with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby Apollo Lap-Band Assets or the Seller’s termination of the employment of Apollo Lap-Band Business for any of its employees taxable period (or portion thereof) ending on or prior to the Closing Date; (g) any Contract, other than an Apollo Lap-Band Business Contract and subject to the limitations set forth in Section 1.3, to which Apollo or any of its Affiliates is a party or by which any of its properties or assets are otherwise bound; (h) any current or former employee or contractor of Apollo, or any of its Affiliates; (i) all Apollo Accounts Payable, including any Liability relating unpaid accounts payable related to any Excluded Assets, whether arising prior to, Apollo Lap-Band Inventory; and (j) all Liabilities set forth on or after the Closing DateSchedule 1.4.

Excluded Liabilities. Notwithstanding any other provision of anything to the contrary in this Agreement, any Schedule or Exhibit hereto or any Transaction Document nothing in this Agreement shall be construed to the contraryimpose on Buyer, the and Buyer does shall not assume and shall not or be responsible obligated to pay, perform or discharge (and the Seller shall retainotherwise discharge, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the not expressly identified as Assumed Liabilities and Obligations in Section 2.3 above (collectively, the “"Excluded Liabilities”"), includingincluding the following Liabilities and liabilities for Taxes, without limitation, the followingwith all of such Excluded Liabilities remaining as obligations of Seller: (a) any Liability for Taxes, including any Taxes Any Liabilities in respect of (i) relating any Excluded Assets or other assets of Seller which are not Included Assets and (ii) any Excluded Contracts; (b) Any Liabilities for Taxes attributable to the ownership, possessionsale, operation, maintenance or use of the Purchased Included Assets (including any withholding Taxes imposed on Seller with respect to the Transferred Employees) for taxable periods, or portions thereof, ending at or prior to the Closing, except for Taxes for which Buyer is liable pursuant to Section 3.5 or 6.8 hereof; (c) Any Liabilities arising under the NPPOSA prior to, at or after the Closing or any of the Seller's Agreements, Fuel Contracts, the Emergency Equipment Easements, Transferable Permits or Non-material Contracts at or prior to the Closing; (d) Any Liabilities for any monetary fines or penalties imposed by a Governmental Authority with respect to the Included Assets or the operation employment of the Business Palisades Employees or Big Rock ISFSI Employees, in either case to the extent attributable to acts or omissions of Seller prior to the Closing, together with the reasonable out-of-pocket expenses of Buyer incurred in the course of responding to any investigation relating thereto commenced by a Governmental Authority; (e) Subject to Section 3.5, any payment obligations of Seller for goods delivered, and services rendered, at or prior to the Closing, including rental or lease payments due and owing at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case leases relating to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing DateTangible Personal Property; (f) Subject to Section 6.10, any Liabilities relating to any Benefit Plan, any employee benefit plan as defined in Section 3(3) of ERISA, or any other plan, program, arrangement or policy established or maintained in whole or in part by Seller Transaction Expensesor NMC or by any trade or business (whether or not incorporated) which is or ever has been under common control, except or which is or ever has been treated as a single employer, with Seller or NMC under Section 414(b), (c), (m), (o) or (t) of the Code ("ERISA Affiliate") or to which Seller, NMC or any ERISA Affiliate contributes or contributed, including any multiemployer plan, multiple employer plan or multiple employer welfare arrangement contributed to by Seller, NMC or any ERISA Affiliate or to which Seller, NMC or any ERISA Affiliate is or was obligated to contribute (the "Plans"), including any such Liability (i) for the termination or discontinuance of, or the Seller's, NMC's or an ERISA Affiliate's withdrawal from, any such Plan, (ii) relating to benefits payable under any such Plan or the denial of benefits alleged to be payable under any such Plan, (iii) relating to the extent that such Seller Transaction Expenses are contemplated in deriving PBGC under Title IV of ERISA, (iv) relating to a multiemployer plan, multiple employer plan or multiple employer welfare arrangement, (v) with respect to noncompliance with the Purchase Price in notice requirements of COBRA, (vi) with respect to any noncompliance with ERISA or any other applicable Laws, and (vii) with respect to any suit, proceeding or claim which case such Seller Transaction Expenses shall be an Assumed Liability as if is asserted against Seller, NMC or any of their respective Affiliates, or against any Plan or any fiduciary or former fiduciary of, any of the same was specifically listed in Section 2.3Plans; (g) Any Liabilities relating to the failure to hire, the employment or services or termination of employment or services of any Liability to indemnifyindividual, reimburse including wages, compensation, benefits, affirmative action, personal injury (of any kind), discrimination, harassment, retaliation, constructive termination, wrongful discharge, unfair labor practices, or advance amounts constructive termination by Seller or NMC of any individual, or any similar or related claim or cause of action attributable to any present actions or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations inactions by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on Person at or prior to the Closing Date; (i) with respect to the Included Assets, the Palisades Employees, the Big Rock ISFSI Employees, independent contractors, applicants, and any other individuals who are determined by a court or by a Governmental Authority to have been applicants or employees of Seller, NMC or any of their respective Affiliates, provided that neither Seller nor NMC will have any Liability relating to for similar actions or inactions by Buyer or any Excluded Assets, whether arising prior to, successor thereto on or after the Closing Date.. Notwithstanding the foregoing, Buyer shall not assume any Liabilities for any employees of Seller, NMC or their Affiliates who are terminated or retire prior to the Closing and are not considered a Transferred Employee hereunder;

Excluded Liabilities. Notwithstanding Specifically, and without in any other provision way limiting the generality of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrarySection 1.4(a), the Buyer does Assumed Liabilities will not assume include, and shall not be responsible in no event will the Purchaser assume, agree to pay, perform discharge or discharge satisfy any liability or obligation under this Agreement or otherwise have any responsibility for, any liability or obligation (and together with all other liabilities of the Seller shall retainand its subsidiaries that are not Assumed Liabilities, paythe "Excluded Liabilities"): (a) relating to any liability or obligation (including, perform or otherwise discharge without recourse to the Buyerlimitation, accounts payable) any Liabilities of owed by the Seller or any of its Affiliates to any Affiliate of the Seller; (b) for Taxes (as hereinafter defined) with respect to any kind or nature whatsoever period, except for Taxes (other than sales taxes) related to the Assets and Assumed Liabilities (which accrue for any period after the “Excluded Liabilities”), including, without limitation, the following:Closing; (ac) for any Liability for Taxesindebtedness with respect to borrowed money and notes payable, including any Taxes interest or penalties accrued thereon, except with respect to leases included in the Assumed Contracts (collectively, the "Closing Date Indebtedness"); (d) relating to, resulting from or arising out of (i) claims made in pending or future suits, actions, investigations, or other legal, governmental or administrative proceedings, including but not limited to those identified in Section 1.3(k) of the Seller Disclosure Letter or Section 3.12 of the Seller Disclosure Letter or (ii) claims based on violations of law as in effect on or prior to the Closing, breach of contract, employment practices, or environmental, health and safety matters, in each case arising out of or relating to the ownership, possessionevents which shall have occurred, or use of the Purchased Assets services performed, or the operation of the Business at or Business, prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this AgreementClosing, except as otherwise provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets5.12; (e) any Liability arising from or related pertaining to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing DateExcluded Asset; (f) relating to, resulting from or arising out of any former operations of the Seller Transaction Expenses, except or its subsidiaries that have been discontinued or disposed of prior to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3Closing; (g) any Liability to indemnify, reimburse under or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded AssetsSeller Benefit Plan, whether arising or not such liability or obligation arises prior to, on or after the Closing Date (except as may be required by Section 5.12) and including but not limited to any liability with respect to vested options to purchase shares of Seller Common Stock; (h) of the Seller arising or incurred in connection with (i) the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and (ii) any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of the Seller which have accrued as of the Closing Date (collectively, the "Professional Fees"), including, but not limited to those Professional Fees incurred in connection with the following: (i) this Agreement and the transactions contemplated hereby; (ii) in connection with the class action litigation filed in United States District Court, Middle District Florida as In re Phoenix International Ltd. Securities Litigation, Case 99-1495-CIV-ORL-18C (the "Class Action") or resolution of any matters relating to the cause of action; (iii) the restatement of the Seller's financial statements; or (iv) with respect to any of the other disputes identified in Section 3.12 of the Seller Disclosure Letter; or (i) except as other wise provided in Section 5.12, relating to, resulting from or arising out of the Seller's (or its subsidiaries') hiring, retention, failure to hire or termination of any person as an employee, independent contractor or consultant which accrued prior to or on the Closing Date. Such Excluded Liabilities shall include all claims, actions, litigations and proceedings relating to any or all of the foregoing and all costs and expenses in connection therewith.

Excluded Liabilities. Notwithstanding Other than the Assumed Liabilities, Buyer shall not assume any other provision Liabilities of this Agreementthe Sellers or their Affiliates and all Liabilities of Sellers and their Affiliates not expressly included among the Assumed Liabilities shall be “Excluded Liabilities.” Without any limitation of the foregoing, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does shall not assume and shall not be responsible or liable for, and Sellers shall perform and discharge as and when due, or cause to paybe performed or discharged as and when due, perform or discharge (any and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities all of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “following Excluded Liabilities”), including, without limitation, the following: (a) any Liability for Taxesobligation to pay any compensation, expenses or fees (including, without limitation, any litigation expenses or costs, attorney fees, administrative costs, judgments or awards, court-assessed sanctions or costs, taxable costs in litigation, witness fees, brokerage fees, overhead, consultant or vendor fees, compensation payable to inventors or amounts paid or payable to the PTO or any foreign patent offices) relating to the Assigned Patents and (i) incurred or accrued by Sellers prior to the Closing or (ii) otherwise arising with respect to the Assigned Patents prior to the Closing; (b) all Liabilities arising from or in connection with or relating to the Excluded Assets (including where such Liabilities or obligations may be otherwise borne by Buyer by operation of Law) or, 4 except as may otherwise be expressly provided herein, the operation or conduct of any business by Sellers at any time after the Closing; (c) all Losses arising from or in connection with or relating to any Action or Proceeding commenced prior to the Closing arising from or in connection with or relating to the Acquired Assets and all Losses arising from or in connection with or relating to any Action or Proceeding commenced prior to the Sold Shares Closing arising from or in connection with or relating to the Sold Shares or the Sold Shares Documents; (d) any Liabilities or obligations under any Assumed Contract not assumed by Buyer pursuant to Section 1.5(a); (e) any Taxes (i) relating to the ownershipto, possessionpertaining to, or use of arising out of, the Purchased Acquired Assets for any pre-Closing Tax period or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this AgreementSellers for any period, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known a transferee or successor, by the Buyer contract, or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Dateotherwise; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed provided in Section 2.31.1, all Liabilities with respect to any current or former employee, director, consultant, independent contractor or other service provider of Sellers or any of their respective Affiliates, all Liabilities of Sellers under any employee plan or benefits plan, and all Liabilities of Sellers under any or Law or Order with respect to terminations of employees; (g) any Liability arising from or in connection with or relating to indemnify(i) the Acquired Assets prior to the Closing, reimburse or advance amounts to any present (ii) Assets, properties, rights, Contracts, claims and other interests, wherever located, whether tangible or former officerintangible, memberreal, managerpersonal or mixed, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable;that are not Acquired Assets; and (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing DateBulk Sales Claim.

Excluded Liabilities. Notwithstanding any other provision of in this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, the Buyer does shall not assume and shall not be responsible obligated to assume or be obliged to pay, perform or discharge (otherwise discharge, and the Seller Sellers shall retainbe solely and exclusively liable with respect to, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities Liability of the any Seller or any of its Affiliates of any kind or nature whatsoever other than the Retained Subsidiary that is not an Assumed Liabilities Liability (such Liabilities, collectively, the “Excluded Liabilities”), including, including without limitation, limitation the followingfollowing specific Liabilities to the extent they do not otherwise constitute Assumed Liabilities: (a) any Liability for Taxesand all Liabilities of Sellers under any Contract of Sellers that is not an Assigned Agreement whether accruing prior to, including any Taxes (i) relating to the ownership, possessionat, or use of the Purchased Assets or the operation of the Business at or prior to after the Closing and Date (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability except as if the same was specifically listed set forth in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets7.5); (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3and all Liabilities for any indebtedness or obligations for borrowed money of Sellers; (c) any Liability all (i) store or customer credits, sales promotions, rebates, coupons, gift cards and certificates or (ii) returns of the Seller arising from goods or merchandise, customer prepayments and overpayments, customer refunds, credits, reimbursements and related adjustments with respect to any breach, failure to perform, tort related to the performance of, violation of Law, infringement goods or indemnity pursuant to any Assigned Contractmerchandise, in each case that arise from the operation of the Business prior to the extent such Liability is based upon any actionClosing, eventor, circumstancein the case of the Acquired Stores or Business Properties (other than the Closing Date Acquired Stores and Closing Date Business Properties), omission or condition which first occurred at or prior to Closingthe date the applicable Real Property Lease is assumed and assigned to Buyer pursuant to the Designation Rights Agreement; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assetsall Sellers’ Taxes; (e) any Liability and all Liabilities to the extent arising from or out of related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing DateExcluded Assets; (f) any Seller Transaction Expenses, except and all Liabilities arising from or related to the extent that such Seller Transaction Expenses are contemplated in deriving operation or condition of the Purchase Price in which case such Seller Transaction Expenses shall be an Acquired Assets or the Assumed Liability Liabilities prior to the Closing (except as if the same was specifically listed set forth in Section 2.37.8) or facts, actions, omissions, circumstances or conditions existing, occurring or accruing with respect to the Acquired Assets or the Assumed Liabilities prior to the Closing (except as set forth in Section 7.8); (g) any Liability to indemnify, reimburse or advance amounts and all Liabilities relating to any present environmental, health or former officer, member, manager, director, employee or agent of the Seller safety matter (including with respect to any breach of fiduciary obligations by Liability or obligation under any such partyapplicable Laws concerning environmental, health or safety matters, whether known or unknown), arising out of or relating to the Sellers’ conduct, action or omission or its leasing, ownership or operation of real property on or prior to the Closing Date (except for indemnification of such parties pursuant to as set forth in Section 7.227.8), if applicableno matter when raised, other than as required by Law; (h) any Liability under and all Liabilities relating to complaints, causes of action, litigation or similar matters instituted against Sellers or any state, provincial of their Subsidiaries relating to or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment arising out of any of its employees on actions, omissions, circumstances or conditions or events occurring prior to the Closing Date;Date (except as set forth in Section 7.5 or Section 7.8); and (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after not expressly included among the Closing DateAssumed Liabilities and specifically so assumed.

Excluded Liabilities. Notwithstanding any other provision Without limiting the generality of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrarySection 2.2(a) hereof, the Buyer does Purchaser shall not assume and shall not be responsible to pay, perform or discharge (and any of the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities following liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than (collectively, the Assumed Liabilities (the “"Excluded Liabilities”), including, without limitation, the following:"): (a) any Liability for Taxes, including any Taxes (i) all liabilities and obligations of the Seller for any and all Taxes relating to the ownership, possession, Business or use of the Purchased Assets that relate in any manner to, or the operation of the Business at or first arose during, all times prior to the Closing Date, except as provided under Section 2.2(a)(iii) above and Section 6.8 below; (ii) except to the extent assumed by Purchaser under Section 2.2(a)(i) above, all claims, demands, liabilities or obligations of any nature whatsoever with respect to the Business or any of the Purchased Assets, which are based upon or relate to events or conditions existing on or before the Closing Date, or which are based upon any products sold or services performed prior to the Closing, notwithstanding that are the date on which the claim, demand, liability or obligation arose or became manifest was on a date which was on or after the Closing Date; (iii) all liabilities of the Seller pursuant to Section 6.23 11.2 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (biv) all liabilities, claims or other obligations of the Seller for any Indebtednessof the following: workers' compensation; payments on behalf of employees of Seller under any Benefit Plans; insurance; holiday, except regular and severance pay with respect to all employees of the extent Seller, whether or not such employees become employees of the Purchaser after the Closing (provided, however, that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness Purchaser shall be an Assumed Liability as if responsible for all such liabilities, claims and obligations for Continuing Employees with respect to employment after the same was specifically listed in Section 2.3Closing); (cv) any Liability of the Seller arising from obligation to provide vacation, sick or related personal days to any breach, failure employee of Seller other than a Continuing Employee with respect to perform, tort related employment prior to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (dvi) any Liability arising from debt liability or related to any violation or noncompliance other obligation of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to incurred after the Closing Date; (fvii) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3Accounts Payable of Seller; (gviii) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent Liabilities of whatsoever nature under the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing DatePersonal Property Leases.

Excluded Liabilities. Notwithstanding (i) If the Purchaser becomes aware after Closing of any other provision of this Agreement, any Schedule claim by a third party which constitutes or Exhibit hereto may constitute an Excluded Liability or relates to an Excluded Liability or any Transaction Document to investigations related thereto, regardless of whether the contraryPurchaser believes that such claim would be made against a member of the Purchaser’s Group or a member of a Seller’s Group, the Buyer does not assume and Purchaser shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the followingas soon as reasonably practicable: (a) any Liability for Taxes, including any Taxes (i) relating give written notice thereof to the ownershiprelevant Seller, possession, or use setting out such information as is available to the Purchaser as is reasonably necessary to enable that Seller to assess the merits of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assetspotential claim; (b) take all appropriate actions to preserve evidence; and (c) provide the relevant Seller with periodic updates on the status upon request and shall not admit, compromise, settle, discharge or otherwise deal with such claim without the prior written agreement of that Seller (such agreement not to be unreasonably withheld or delayed). (ii) The Purchaser shall take such action as the relevant Seller may reasonably request to avoid, dispute, resist, appeal, compromise, defend or mitigate any Indebtednessclaim which constitutes or may constitute an Excluded Liability subject to the Purchaser being indemnified and secured to its reasonable satisfaction by the relevant Seller against all Liabilities which may thereby be incurred. (iii) In addition, except where any such claim or investigation involves a Governmental Entity, the Purchaser shall, subject to Applicable Law, the requirements of any relevant Governmental Entity and the relevant Seller providing an appropriate confidentiality undertaking in favour of the Purchaser’s Group, provide to that Seller, at least five Business Days in advance (or, where not possible, as soon as reasonably possible), any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals they or their agents make or submit to a Governmental Entity. Without limiting the foregoing, the parties agree, subject to Applicable Law and the requirements of the relevant Governmental Entity and the Seller providing an appropriate confidentiality undertaking in favour of the Purchaser’s Group to: (a) give that Seller reasonable advance notice of all meetings with any Governmental Entity; (b) give that Seller an opportunity to participate in each of such meetings; (c) to the extent practicable, give that Seller reasonable advance notice of all substantive oral communications with any Governmental Entity; (d) if any Governmental Entity initiates a substantive oral communication, promptly notify that Seller of the substance of such communication; (e) provide that Seller with a reasonable advance opportunity to review and comment upon all substantive written communications (including any substantive correspondence, analyses, presentations, memoranda, briefs, arguments, opinions and proposals) that the Purchaser or its agents intend to make or submit to a Governmental Entity in connection with such claim; (f) provide that Seller with copies of all substantive written communications to or from any Governmental Entity; and (g) not advance arguments with the Governmental Entity without prior agreement of that Seller that would reasonably be likely to have a significant adverse impact on the Seller, provided however, that the Purchaser shall not be required to comply with paragraph (b) above to the extent that the Governmental Entity objects to the participation of a party, or with paragraph (e) or (f) above to the extent that such Indebtedness is contemplated in deriving the Purchase Price disclosure may raise regulatory concerns (in which case such Indebtedness shall case, the disclosure may be made on an Assumed Liability as if the same was specifically listed in Section 2.3;outside counsel basis). (civ) Other than in respect of any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case claim to the extent such it relates to an IP Liability, a Commercial Practices Liability, or a Governmental Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) other than in respect of any Liability arising from solely by virtue of a breach of Contract with any Governmental Entity which breach does not also constitute a breach of Applicable Law), the relevant Seller shall be entitled at its own expense and in its absolute discretion, by notice in writing to the Purchaser, to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise or contest any such claim (including making counterclaims or other claims against third parties) in the name of and on behalf of the Purchaser or other member of the Purchaser’s Group concerned and to have the conduct of any related proceedings, negotiations or appeals. In taking action on behalf of any member of the Purchaser’s Group as permitted by this Clause 8.2, the relevant Seller shall, in good faith, take into account and have due regard to any violation reputational matters or noncompliance issues arising out of the claim for any member of the Purchaser’s Group or any of their respective directors, officers, employees or agents which are brought to its attention by the Purchaser or a member of the Purchaser’s Group. (v) The Purchaser shall make or procure to be made available to the relevant Seller or its duly authorised agents on reasonable notice during normal business hours full and free access to all relevant books of account, records and correspondence relating to its Target Group which are in the possession of the Purchaser or any member of the Purchaser’s Group (and shall permit the relevant Seller to take copies thereof) for the purposes of enabling that Seller to ascertain or extract any information relevant to the claim. (vi) The Purchaser shall, and shall procure that each other member of the Purchaser’s Group shall, on reasonable notice from the relevant Seller, give such assistance to that Seller as it may reasonably require in relation to the claim including providing the relevant Seller or any member of that Seller’s Group and its representative and advisers with access to and assistance from directors, officers, managers, employees, advisers, agents or consultants of the Purchaser and/or of each other member of the Purchaser’s Group (collectively, the “Relevant Persons”) and the Purchaser will use its reasonable endeavours to procure that such Relevant Persons comply with any Law applicable to reasonable requests from that Seller and generally co-operate with and assist that Seller and other members of that Seller’s Group. (vii) When seeking assistance under Clauses 8.2.2(v) and 8.2.2(vi), the relevant Seller, or any other relevant member of that Seller’s Group, shall use reasonable endeavours to minimise interference with the Business Purchaser and the Purchaser’s Group’s conduct of the relevant business or the Purchased Assets; (e) any Liability arising from or related to any Action against performance by the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as Relevant Persons of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the their employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing Dateduties.

Excluded Liabilities. Notwithstanding anything to the contrary set forth in Section 2.2(a), other than the Assumed Liabilities, neither Purchaser nor any other provision of this Agreementits Subsidiaries will assume or be bound by any Liability, duty or obligation of any Schedule or Exhibit hereto of the Seller Entities or any Transaction Document to the contraryof their respective Affiliates, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller Entities and their respective Affiliates shall retainretain all Liabilities, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever duties and obligations other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including, without limitationby way of example only, the followingfollowing Liabilities of the Seller Entities and their respective Affiliates: (a1) any Liability for TaxesLiability, including duty or obligation of any Taxes of the Seller Entities or their respective Affiliates of any nature whatsoever, whether accrued, absolute, primary or secondary, contingent or otherwise, direct or indirect, asserted or unasserted, known or unknown, that is primarily related to the Retained Business; (i2) any Liability, duty or obligation of any of the Seller Entities or their respective Affiliates of any nature whatsoever, whether accrued, absolute, contingent or otherwise, asserted or unasserted, known or unknown, to the extent relating to or arising from or in connection with any Excluded Asset; (3) the ownership, possession, Excluded Deposits; (4) the One HSBC Center Lease; (5) any compensation or use of the Purchased Assets benefit Liabilities to Business Employees or the operation of the Business at Affiliated Employees with respect to services provided to Seller or its Affiliates prior to the Closing Date (including, without limitation, all liabilities for accrued but unused paid time off) and (ii) that are any Liabilities under the obligation of the Seller pursuant Employee Plans, incurred prior to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing Date, whether or not such that any Liability claims are submitted for Taxes shall become an Assumed Liability as if payment or reimbursement on or before the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any IndebtednessClosing Date, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in otherwise provided under Section 2.39.1; (c6) any Controlled Group Liability arising under any Employee Plan or any employee benefit plan sponsored, maintained or contributed to or by any current or former ERISA Affiliate of the Seller arising from Entities or related to any breach, failure to perform, tort related of their respective Subsidiaries; and (7) any liability for Excluded Taxes (whether or not relating to the performance of, violation of Law, infringement or indemnity pursuant Transferred Business). Notwithstanding anything in Section 13.9 to any Assigned Contractthe contrary, in each case to no event shall Article XIII limit the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of retention by the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Entities of Excluded Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of between Purchaser and the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing DateEntities.

Excluded Liabilities. Notwithstanding any other provision of this AgreementExcept for the Assumed ReShape IGB Liabilities, any Schedule or Exhibit hereto or any Transaction Document to the contraryApollo shall not assume, the Buyer does not assume and shall not be responsible to payhave no liability for, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller ReShape or any of its Affiliates ReShape Affiliate of any kind kind, character or nature whatsoever description, it being understood that Apollo is expressly disclaiming any express or implied assumption of any Liabilities other than the Assumed ReShape IGB Liabilities including, without limitation all Liabilities arising out of, resulting from or relating to (collectively, the “Excluded ReShape Liabilities”), including, without limitation, the following:): (a) any Liability for Taxesand all Claims, including any Taxes (i) relating regardless of when such Claim was first commenced or made, that arose out of, relates to or results from the ownershipdevelopment, possessionnonclinical and clinical testing, commercialization, manufacture, storage, packaging, import, marketing, labeling, pricing, distribution, sale or use of the Purchased Assets ReShape IGB Product or the operation any of the Business at or ReShape IGB Assets, in each case, prior to the Closing Closing, including all such Claims relating to warranty obligations, marketing programs, patient incentive programs and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assetsalleged intellectual property infringement; (b) any Indebtednessand all products liability Claims that arose out of, except relates to or results from any ReShape IGB Product sold prior to the extent that Closing (including Claims alleging defects in such Indebtedness is contemplated in deriving ReShape IGB Product and Claims involving the Purchase Price in which case death of or injury to any individual relating to such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3ReShape IGB Product); (c) any Liability of recalls (including after the Seller arising from or related Closing) mandated by any Governmental Body with respect to any breach, failure to perform, tort related ReShape IGB Products manufactured or sold prior to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable and all Claims for ReShape IGB Products manufactured prior to the SellerClosing, including but not limited to product liability and infringement of Intellectual Property whether or not sold prior to the Business or the Purchased AssetsClosing; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing DateExcluded ReShape Assets; (f) any Seller Transaction ExpensesTaxes (other than Transfer Taxes, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed governed solely by Section 2.8) (i) in Section 2.3; respect of or imposed upon ReShape or any of its Affiliates for any taxable period, or (gii) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including imposed with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby ReShape IGB Assets or the Seller’s termination of the employment of ReShape IGB Business for any of its employees taxable period (or portion thereof) ending on or prior to the Closing Date; (g) any Contract, other than a ReShape IGB Business Contract and subject to the limitations set forth in Section 2.3, to which Apollo or any of its Affiliates is a party or by which any of its properties or assets are otherwise bound; (h) any current or former employee or contractor of ReShape, or any of its Affiliates; (i) all ReShape Accounts Payable, including any Liability relating unpaid accounts payable related to any Excluded Assets, whether arising prior to, ReShape IGB Inventory; and (j) all Liabilities set forth on or after Part 2.4 of the Closing DateReShape Disclosure Schedule.

Excluded Liabilities. Notwithstanding any other provision of anything to the contrary in this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or neither Oscient nor any of its Oscient’s Affiliates of will assume, nor will they become responsible for, any kind or nature whatsoever other than the Assumed Liabilities Liability set forth hereafter (collectively, the “Excluded Liabilities”), including, without limitation, the following:): (a) any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, or use all Liabilities of the Purchased Assets or the operation of the Business at or prior to the Closing Reliant and (ii) that are the obligation of the Seller pursuant to Section 6.23 of Reliant’s Affiliates arising under this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer Other Agreements or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or thereby; (b) all Liabilities required to be performed by Reliant under the SellerAssigned Contracts and Orders prior to the Closing Date and any Liability for Reliant’s termination failure to so perform such Liabilities; (c) all Liabilities of Reliant under the Packaging Agreement not assumed by Oscient pursuant to the Packaging Agreement Assignment; (d) all Liabilities of Reliant required to be performed by Reliant under the Settlement to the extent not assigned to Oscient; (e) all Liabilities of Reliant required to be performed by Reliant under the Ethypharm Agreement to the extent not transferred to Oscient pursuant to Section 2.3(c); (f) all Losses arising out of claims of third parties due to the marketing, promotion, use or sale of any Product (whether or not defective) sold prior to the Closing Date by Reliant and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the employment Product sold prior to the Closing Date by Reliant; (g) all of Reliant Prorated Liabilities; (h) subject to Section 2.3 and Section 7.9, all rebates claimed or accrued by or under any of its employees on or Rebate Programs and Chargebacks received for Product prior to the Closing Date;; and (i) any Liability relating subject to any Excluded AssetsSection 2.3 and Section 7.7, whether arising all obligations for replacements of, or refunds for Product distributed or sold by Reliant prior to, on or after to the Closing Date.

Excluded Liabilities. Notwithstanding Neither Buyer nor any of its Affiliates shall assume, nor shall they be or become responsible for, any Liabilities of the Business or of Sellers other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the following shall constitute the Excluded Liabilities notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following: (a) any Liability for Taxes, including any Taxes (i) all Liabilities relating to the ownership, possession, or use of the Purchased Assets or the operation conduct of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this AgreementClosing, except as specifically provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets2.3(b); (b) all Liabilities to make royalty, milestone or deferred payments or any Indebtedness, except other contingent payments to third parties in connection with or arising from the Products sold prior to the extent that such Indebtedness is contemplated in deriving Closing Date or otherwise arising out of or relating to the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if conduct of the same was specifically listed in Section 2.3Business prior to the Closing; (c) all Liabilities involving any Liability of the Seller arising from product recalls, adverse events or related to any breach, failure to perform, tort similar events related to the performance of, violation of Law, infringement or indemnity pursuant Business with respect to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising Products sold prior to the Closing Date; (d) all Liabilities for (i) Transfer Taxes of Seller Parent as described in Section 8.1 and (ii) Taxes (other than Transfer Taxes) attributable to the Acquired Assets or the operations or the income of the Business for any Pre-Closing Tax Period; (e) all Liabilities with respect to returns of Products sold prior to the Closing, including all Liabilities for any credits, rebates, refunds or other amounts payable in respect of any such returned Product; (f) any Seller Transaction Expenses, except to all Liabilities of Sellers arising under this Agreement and the extent that such Seller Transaction Expenses are contemplated in deriving Ancillary Agreements or from the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if consummation of the same was specifically listed in Section 2.3Transactions; (g) any Liability all Liabilities arising out of or relating to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicableRetained Business; (h) any Liability except as provided in Section 2.3(j), all Liabilities arising under any stateagreements, provincial or local law with respect other than any Business Contracts, to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Dateconduct clinical studies; (i) all Liabilities under any Liability relating Business Contracts, including IP Contracts, to the extent such Liabilities arise out of or relate to a breach or default thereunder by any Seller prior to the Closing; (j) all Liabilities related to any Excluded Assetscurrent or former employees or applicants of any Seller (including any severance or other amounts payable to such employees in connection with the consummation of the Transactions), whether except for Liabilities arising prior to, on or after following the Closing Datein connection with Buyer’s employment of Transferred Employees; and (k) all Liabilities related to any Business Benefit Plan.

Excluded Liabilities. Notwithstanding The Parties agree that any other provision Liabilities arising out of this Agreement, any Schedule or Exhibit hereto or any Transaction Document attributable to the contraryownership of the Contributed Interests, the Buyer does ownership, use, operation, construction, development, completion or expansion of the Contributed Assets or the operation of the Businesses or other activities occurring in connection with and attributable to the ownership of the Contributed Interests, the ownership, use, operation, construction, development, completion or expansion of the Contributed Assets or the operation of the Businesses prior to the Effective Time that are not assume expressly identified as Assumed Liabilities in Section 2.4 are not part of the Assumed Liabilities, and neither P66 Opco nor the Partnership Group nor any member thereof has assumed, and shall not be responsible to payassume or become obligated with respect to, perform any Liability first incurred, accrued or discharge (and the Seller shall retain, pay, perform arising out of or otherwise discharge without recourse attributable to the Buyer) ownership of the Contributed Interests, the ownership, use, operation, construction, development, completion or expansion of the Contributed Assets or the operation of the Businesses or other activities occurring in connection with and attributable to the ownership of the Contributed Interests, the ownership, use, operation, construction, development, completion or expansion of the Contributed Assets or the operation of the Businesses prior to the Effective Time, including any Liabilities of the Seller P66 Parties or any of its their Affiliates of any kind existing immediately prior to the Effective Time, whether or nature whatsoever other than the Assumed Liabilities not described specifically in this Section 2.5 (collectively, the “Excluded Liabilities”), includingall of which shall remain the sole responsibility of, without limitationand be discharged and performed as and when due by, the following: P66 Parties or their Affiliates from and after the Effective Time; provided, that, notwithstanding the foregoing, the term “Excluded Liabilities” shall not include the portion of 2016 property taxes owed by the Sponsor Entities prior to the Effective Time to the extent ▇▇▇▇▇▇ Frac LLC receives from the P66 Parties aggregate Service Fees (as such term is defined in each of the ▇▇▇▇▇▇▇ Cavern Storage Agreement and ▇▇▇▇▇▇ Frac Agreement) in 2016 of not less than the aggregate property taxes owed by the Sponsor Entities for 2016. The term “Excluded Liabilities” shall also include (a) the Construction Costs, (b) any Liability for Taxes, including any Taxes (i) relating cost or expense associated with updating or amending the existing Fractionator permit to the ownership, possession, or use of the Purchased Assets or extent necessary to reflect the operation of the Business at or prior to the Closing and (ii) that are the obligation Fractionator as of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase Effective Time and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability all Liabilities directly or indirectly incurred by, or attributable to, the P66 Parties by virtue of the Seller arising from or related to any breachownership of limited partner interests of P66 Opco by Bravo LLC, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing DateCharlie LLC and/or Delta LLC.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, neither Buyer nor Meritage will assume, acquire or be responsible for any Schedule liabilities, obligations or Exhibit hereto expenses, whether fixed or any Transaction Document contingent, known or unknown, matured or unmatured, executory or non-executory, to the contraryextent such liability or obligations arise out of acts, omissions or occurrences on or prior to the Closing Date, even if they do not become known until after such date, relating to or consisting of (collectively, the Buyer does "EXCLUDED LIABILITIES"): (1) liabilities and obligations not assume reflected on the Final Closing Balance Sheet; (2) except as reflected on the Final Closing Balance Sheet, all liabilities and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse obligations relating to the BuyerSterling Oaks, Colonial Pointe, Indigo Lakes, Rookery Pointe and Laurel Lakes subdivisions, other than Construction Claims arising out of Housing Units closed in these subdivisions after the Closing; (3) liabilities, obligations and expenses (including Taxes) of Seller under this Agreement or with respect to or arising out of the consummation of the transactions contemplated by this Agreement; (a) any Liabilities Taxes (including deferred Tax liabilities) applicable to Colonial or the Colonial Business arising out of or relating to periods prior to the Closing Date or as a result of the Seller transactions contemplated by this Agreement, (b) any liabilities or any obligations or expenses of its Affiliates of any kind the Colonial related to pending or nature whatsoever other than threatened litigation against Colonial, the Assumed Liabilities Colonial Business, the Acquired Assets or the Owned Real Property (the “Excluded Liabilities”), including, without limitation, the following: matters listed in Section 4.20 of the Seller's Disclosure Schedule), (ac) any Liability for Taxesliabilities, including any Taxes (i) obligations or expenses arising from or relating to or consisting of any lien, encumbrance or claim affecting the ownership, possession, or use of title to the Purchased Acquired Assets or the operation Owned Real Property, other than Permitted Liens, (d) any liabilities, obligations or expenses under any contracts arising out of the Business at or relating to periods prior to the Closing and (ii) that are Date, unless the obligation of is reflected on the Seller pursuant to Section 6.23 of this AgreementFinal Closing Balance Sheet in accordance with GAAP, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising liabilities, obligations or expenses relating to any environmental matter or condition, (f) any liabilities or obligations relating to performance or surety bonds relating to land development activities on the Optioned Real Property and (g) any liability or obligation to or in respect of any employees or former employees of Colonial, including without limitation: (i) any employment agreement, whether or not written, between Colonial and any person (excluding the bonuses between Colonial and ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇ in an amount not to exceed $130,000 in the aggregate), (ii) under any employee plan at any time maintained, contributed to or required to be contributed to by or with respect to Colonial or under which Colonial may incur liability, or any contributions, benefits or liabilities therefor, or any liability with respect to Colonial's withdrawal or partial withdrawal from or termination of any employee plan or (iii) with respect to 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, except as to (d), (e) , (f) and (g), the extent set forth on the Final Closing Balance Sheet; (5) any Construction Claim that is not an Assumed Construction Claim ("UNASSUMED CONSTRUCTION CLAIMS"); (6) debt related to the Optioned Real Property in an amount equal to the cost of such projects (the "RETAINED DEBT"); (7) any Action against the Seller, the Business, the Purchased Assets remaining costs or the Assumed Liabilities pending as of the Closing Date or based upon expenses necessary to complete any action, event, circumstance, omission or condition arising Housing Unit closed prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees 8) checks outstanding on or prior to the Closing Date; (i9) any Liability other costs to complete reflected on the Closing Balance Sheet as an excluded item; and (10) any obligation or liability in excess of $102,000 (which $102,000 amount Buyer will be responsible for in connection with the closing of homes in the Renaissance project) relating to any that certain promissory note in favor of the Renaissance Community Association in the original principal amount of $117,000. Anything contained in this Agreement to the contrary notwithstanding, Buyer will not assume the Excluded AssetsLiabilities, whether arising prior to, on or which Excluded Liabilities will at and after the Closing Dateremain the exclusive responsibility of Seller. Seller will discharge all Excluded Liabilities in accordance with their terms (subject to Seller's right to contest obligations believed in good faith not to be then due) and Applicable Law.

Excluded Liabilities. Notwithstanding any other provision of in this Agreement, any Schedule or Exhibit hereto Agreement or any Transaction Document other writing to the contrary, the Buyer does not assume Seller and its Affiliates shall not retain and be responsible to pay, perform or discharge (and for the Seller shall retain, pay, perform or otherwise discharge without recourse following Liabilities relating to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities Business (collectively, the “Excluded Liabilities”), including, without limitation, ; provided that notwithstanding transactions contemplated hereby or any provision of this Agreement all assets and liabilities of Subsidiary shall remain assets and liabilities of the followingSubsidiary: (a) any Liability all Liabilities for Taxes, including any or with respect to Taxes (i) relating to the ownership, possession, for which Seller or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller its Affiliates bear responsibility pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsArticle 8; (b) all Liabilities of Seller and its Affiliates to pay any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees incurred on or prior to the Closing Date; (c) all accounts payable and accrued expenses of Seller and its Affiliates not related to the conduct of the Business; (d) (i) intercompany payables of the Business owed to Seller or any Affiliate of Seller other than Assumed Intercompany Payables and (ii) all liabilities arising under Contracts of the Business that are solely between Seller and its Affiliates (including Contracts between two Affiliates of Seller), other than, in the case of clauses (i) and (ii), ordinary course arm’s length purchase orders for goods or services and Contracts regarding employment or employment benefits; (e) all Liabilities for any Selling Expenses; (f) all retention, change in control, bonus or similar awards payable to employees, agents and consultants of Seller or any of its Affiliates as a result of, in connection with or with respect to the transactions contemplated by this Agreement and unpaid as of the Closing Date, including any amounts payable under the retention and sale bonus agreements set forth on Schedule 2.04(f) (including the employer portion of any payroll, social security, unemployment or similar Taxes); (g) all Liabilities arising under the Excluded Plans, including any defined benefit or defined contribution pension obligation (regardless of whether such obligation is contained in an employment agreement, collective bargaining agreement, national, industry or company agreement, works council agreement or otherwise), other than any such pension obligation that is solely governmental and, as an initial matter, was not voluntary in nature and other than the Canadian Registered Retirement Savings Plans and the Irish Benefit Plan; any non-qualified deferred compensation arrangement; and any post-retirement health and post-retirement life insurance plans (other than the Com-Net Retirement Medical Plan); (h) all Liabilities arising under the Tyco International (US) Inc. Retirement Savings and Investment Plan I, as amended and restated as of August 3, 2002, including those relating to the special pension supplement credited as a transitional benefit on behalf of eligible Business Employees who were participants in the AMP Incorporated Pension Plan; (i) all Liabilities arising under any stock option and other equity-based compensation plans of Seller or its Affiliates; (j) all Liabilities with respect to Former Employees; (k) all Liabilities with respect to Business Employees (i) whose employment transfers to Buyer or an Affiliate of Buyer or to whom an offer of employment is required to be made, in each case in accordance with Applicable Law (including the Transfer Regulations) if such Business Employee was, immediately prior to the Closing Date, on long-term disability, unauthorized leave of absence or lay-off with or without recall rights or (ii) who are on short-term disability, pregnancy or parental leave or any other authorized leave of absence immediately prior to the Closing Date and do not return to active employment with Buyer or an Affiliate of Buyer within six months following the Closing Date; (l) all liabilities for or with respect to employee benefits for which Seller or its Affiliates bear responsibility as specifically contemplated under Article 9; (m) all Excluded Environmental Liabilities; (n) all Liabilities arising under, related to or in respect of the Cobham Agreement and the transactions contemplated thereby or undertaken in connection therewith, including all Liabilities arising under, related to or in respect of the business, properties and assets transferred under such agreement; (o) subject to Section 2.03(h), all Liabilities arising under, related to or in respect of the Com-Net Agreement and the transactions contemplated thereby or undertaken in connection therewith; (p) all Liabilities arising under, related to or in respect of the Autoliv Agreement and the transactions contemplated thereby or undertaken in connection therewith, including all Liabilities arising under, related to or in respect of the business, properties and assets transferred under such agreement; (q) any Liability primarily relating to or arising out of an Excluded Asset; provided that any Liability under Item 8 on Schedule 2.02(d) to the extent it relates to the personal property primarily used in the Business shall not be an Excluded AssetsLiability; (r) all Liabilities arising under, related to or in respect of any non-compliance (or alleged non-compliance) with any Applicable Laws prior to the Closing Date, but only to the extent arising out of any criminal Legal Proceeding; (s) all Liabilities arising out of or with respect to the Retained Business or any Seller Product (other than Seller Products sold to the Business) whether arising prior to, on or after the Closing Date; (t) all Liabilities arising out of or relating to any business (as opposed to a product line) formerly owned or operated by the Business or any predecessor thereof, but not so owned or operated as of the Closing Date; (u) all Liabilities related to, arising out of or with respect to the SONY Dispute, the SONY Contract or, to the extent related to the SONY Dispute or the SONY Contract, any agreement related thereto (including the breach of, performance or non-performance of, noncompliance with, or default under any provisions of the SONY Contract or, to the extent related thereto, any agreement related thereto by Seller or any of its Affiliates), or the design, construction, delivery, distribution, supply, operation, or maintenance of the land mobile radio system and network under the SONY Contract, including (i) all Liabilities arising from, related to or with respect to any letters of credit issued in connection with the SONY Contract or, to the extent related thereto, agreements related thereto, (ii) all Liabilities to third Persons, including vendors, subcontractors and employees, including General Dynamics and Alcatel, (iii) all Liabilities under Contracts (including vendor and subcontract Contracts) entered into primarily in connection with the SONY Contract, and (iv) any Legal Proceedings of any kind and whether or not currently threatened or pending that arise out of or are related to any of the foregoing; and (v) all other Liabilities set forth on Schedule 2.04(v).

Excluded Liabilities. Notwithstanding any other provision of this AgreementExcept for the Assumed Liabilities, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does shall not assume or become liable or obligated in any way and Seller shall not be responsible retain and remain solely liable for any obligation to pay, perform or and discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any all Liabilities of the Seller or Seller, regardless of when asserted, including without limitation, any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities following (collectively, the “Excluded Liabilities”): (a) Any obligations or liabilities of Seller under the Excluded Contracts, including leases and other contracts related to the operation of the SNF Facilities; (b) All obligations related to Series 2013 Bonds issued in the original principal amount of $44,360,000, the Series 2015 Bonds issued in the original principal amount of $8,775,000, and the Series 2016 Bonds issued in the original principal amount of $7,270,000 (collectively the “Bonds”); (c) All obligations, liabilities, and/or repayment obligations, if any, related to Seller’s receipt and use of funds related to the Paycheck Protection Program (if any) or the Provider Relief Fund or Medicare Accelerated Payments Program (each to the extent specified in Section 1.09 (hereunder) arising out of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) or other similar COVID-19 relief programs; (d) Seller will remain solely liable for any repayment obligations, recoupments, or reconciliations with respect to past and current IGTs and any payments made and received in respect thereof in and for periods prior to the Effective Time; (e) Obligations or liabilities of Seller by reason of any failure to comply with the rules and regulations of any Government Reimbursement Program or Private Program which is attributable to any period of time ending prior to the Effective Time; (f) Any obligation or liability of Seller arising out of or relating to any violation of any Legal Requirements prior to the Effective Time; (g) All obligations related to the Nacogdoches County Hospital District Retirement Plan (the “Pension”) and any obligation or liability of Seller arising out of or relating to any Employee Benefit Plan of any nature whatsoever maintained by Seller or its Affiliates for the benefit of its or their employees (except that Buyer shall have liability for and to the extent provided in Section 7.10 and for Assumed PTO); (h) All liabilities for PTO for Seller employees who do not become Hired Employees of Buyer and liabilities in excess of Assumed PTO for Seller employees that do become Hired Employees of Buyer, which liabilities shall be paid by Seller; (i) Obligations or liabilities for Taxes arising from Hospital Operations or other sources for periods prior to the Effective Time, including, without limitation, the following: (a1) any Liability for Taxes, including any Taxes (i) relating to arising as a result of Seller’s operation of the ownership, possession, Hospital Operations or use ownership of the Purchased Assets or Lease Assets prior to the Effective Time; and (2) any deferred Taxes of any nature; provided however, if at any time following Closing the Purchased Assets and/or Leased Assets are assessed for real estate or personal property taxes, the Buyer shall be liable for such Taxes; (j) Obligations or liabilities to Government Reimbursement Programs and/or Private Programs for overpayments, recoupments, and other financial obligations arising from adjustments or reductions in reimbursement attributable to events, transactions, circumstances, or conditions occurring or existing prior to the Effective Time (except that with respect to Accounts Receivable actually collected by Buyer, Seller shall have no liability to Buyer for any subsequent adjustments to those collected Accounts Receivable made in the Ordinary Course of Business attributable to routine adjustments, negotiated discounts, or cost report adjustments, unless such adjustments would cause a breach of the representations of Seller set forth in Section 3.14 hereof); (k) Obligations or liabilities to Government Reimbursement Programs, Private Programs, and/or Governmental Authority arising from disposition, settlement, or resolution of the Children’s Hospital Association of Texas (CHAT) ▇. ▇▇▇▇ litigation and related litigation regarding Disproportionate Share Hospitals (DSH) costs and entitlements; (l) Seller’s expenses relating to this Agreement; (m) All professional liability claims, general liability claims or other claims for acts or omissions of Seller; (n) All liabilities and obligations arising out of Seller’s operation of the Business at SNF Facilities, Auxiliary, or Foundation or, except for Assumed Liabilities, all liabilities and obligations arising out of the Hospital Operations or the use or ownership of the Purchased Assets by Seller prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsEffective Time; (bo) any IndebtednessAny debts, except obligations, expenses or liabilities that are not Assumed Liabilities, other than potential adjustments to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability collected Accounts Receivable as if the same was specifically listed provided in Section 2.31.04(j) above; (cp) any Liability Any liabilities, debts, or obligations associated with or arising out of the Seller arising from Excluded Liabilities, Excluded Assets or related to any breach, failure to perform, tort related to Owned Real Estate (except as required under the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing;Lease); and (dq) any Liability arising from Any liabilities, debts, responsibilities, or related to any violation or noncompliance obligations of Seller under Texas Health and Safety Code Chapter 61 (the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such partyIndigent Health Care and Treatment Act), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing Date.

Excluded Liabilities. Notwithstanding the provisions of Section 2.3 or any other provision of this Agreement, any Schedule or Exhibit hereto hereto, the Seller Disclosure Letter or any Transaction Document Ancillary Agreement to the contrary, and regardless of any disclosure to the Buyer, except for the Assumed Liabilities, the Buyer does shall not assume and shall not or be responsible obligated to pay, perform or otherwise discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities and all liabilities or obligations of the Seller or any of and its Affiliates of any kind kind, character or nature whatsoever other than the Assumed Liabilities description whatsoever, whether direct or indirect, known or unknown, absolute or contingent, matured or unmatured, and currently existing or hereinafter arising (the “Excluded Liabilities”), including, without limitation, including the following: (a) any Liability for Taxes, including any Taxes (i) relating all Taxes arising before or after the Closing, to the ownershipwhich Seller or any of its Affiliates is subject, possession, directly or use of the Purchased Assets or the operation of the Business at or prior to the Closing indirectly and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice attributable to the other Party. These liabilities specifically excluded Business or the Purchased Assets for any tax liability related to the purchase and sale of these AssetsPre-Closing Tax Period; (b) any Indebtednessliability pursuant to any Environmental Law arising from or related to any action, except to event, circumstance or condition occurring or existing on or prior the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Closing Date; (c) any Liability liability not expressly assumed by the Buyer pursuant to Section 5.7 arising in respect of or relating to Business Employees, any other current or former employees of the Seller or any Employee Plan, including any accrued bonuses for the Transferring Employees for calendar year 2018 to the extent not reflected in the Closing Balance Sheet and any and all liabilities in respect of or relating to Business Employees or other employees of the Seller that are not Transferring Employees; (d) any liabilities related to the Owned Real Property and Leased Real Property, whether arising prior to, on or after the Closing Date; (e) any Indebtedness other than as set forth in Section 2.3(b); (f) any liability arising from or related to any breach, failure to perform, tort torts related to the performance of, violation violations of Law, infringement infringements or indemnity indemnities under, guaranties pursuant to and overcharges or underpayments under, any Assigned Contract, in each case Assumed Contract prior to the extent such Liability is based upon any actionClosing Date (or an event that, eventwith notice or lapse of time or both, circumstancewould become the same) or which arises from facts, omission circumstances, events, conditions or condition which first actions that occurred at or existed on or prior to Closingthe Closing (collectively, “Pre-Closing Contract Liabilities”); (dg) any Liability liability arising from or related to any violation compliance or noncompliance of on or prior to the Seller Closing Date with any Law applicable to the Seller, any of its Affiliates, the Business or the Purchased AssetsAssets or which arises from facts, circumstances, events, conditions or actions that occurred or existed on or prior to the Closing; (eh) any Liability liability arising from or related to any Action against the Seller, any of its Affiliates, the Business, Business or the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission condition or condition action arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent or that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability occurred or existed as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating liability arising from or related to any Action with respect to any Excluded Assets, whether arising prior to, on or after the Closing Date; (j) any Transaction Expenses; (k) any liabilities or obligations of the Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Agreements, the Accessories Supply Agreement, the Generator Supply Agreement, the Retained IP License Agreement and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others; (l) any liability of the Seller or its Affiliates for warranty claims for Products manufactured or sold prior to the Closing Date; (m) any liability to indemnify, reimburse or advance amounts to any present or former Representative of the Seller or any of its Affiliates (including with respect to any breach of fiduciary obligations by any such party); (n) all accounts payable or other accrued and unpaid current expenses arising out of or relating to the operation or conduct of the Business outstanding as of the Closing Date; and (o) any liability or obligation relating to an Excluded Asset, the Retained Business or any other business of the Seller or its Affiliates other than the Business, whether arising prior to or after the Closing Date.

Excluded Liabilities. Notwithstanding The Buyer shall not assume or be responsible for the performance of any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contraryfollowing Liabilities (collectively, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following:"EXCLUDED LIABILITIES"): (a) any Liability for Taxes, including any Taxes (i) relating to of the ownership, possession, Seller in respect of or otherwise arising from the operation or use of the Purchased Excluded Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation any other assets of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these are not Acquired Assets; (b) any IndebtednessLiability of the Seller including, except to without limitation, any Environmental Liability, in respect of or otherwise arising from the extent that such Indebtedness is contemplated in deriving exercise of the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Reserved Easements; (c) any Liability relating to the treatment, disposal, storage, discharge, Release, recycling or the arrangement for such activities at, or the transportation to, any Offsite Disposal Facility, by the Seller, prior to the Closing Date, of Hazardous Substances that were generated at the Sites, PROVIDED that for purposes of this Section, "Offsite Disposal Facility" does not include any location to which Hazardous Substances disposed of or Released at the Acquired Assets have migrated; (d) any Liability of the Seller arising from the making or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement this Agreement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business a Related Agreement or the Purchased Assetstransactions contemplated hereby or thereby; (e) any Liability arising from of the Seller in respect of payment obligations for goods delivered or related services rendered prior to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission other Liabilities under contracts or condition arising prior leases which the Buyer has not assumed pursuant to the Closing DateSection 2.3(b); (f) any Liability which is or would be required to be accrued by the Seller Transaction Expenseson a balance sheet of the Seller as of the Closing Date prepared in accordance with GAAP, except to the extent that such Seller Transaction Expenses other than those Liabilities which are contemplated expressly set forth as Assumed Liabilities in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3Sections 2.3(a), (b) and (c) hereof; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect arising out of any Employee Benefit Plan established or maintained by the Seller or to which the Seller contributes or any breach Liability for the termination of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicableEmployee Benefit Plan; (h) any Liability of the Seller for any compensation or any benefits, including, without limitation, vacation pay, severance pay, post-retirement benefits and COBRA coverage, accruing on or prior to the Closing Date under the terms or provisions of any stateSeller Employee Benefit Plan, provincial the Collective Bargaining Agreement or local law with respect any other agreement, plan, practice, policy, instrument or document relating to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or Acquired Assets Employees, other than the Seller’s termination Liabilities expressly assumed by the Buyer under Section 5.7; (i) any Liability of the employment Seller relating to any cause of action against the Seller filed with or pending before any court or administrative agency on the Closing Date; (j) any Liability of its employees the Seller for any fines or penalties imposed by a Governmental Authority resulting from (x) any investigation or proceeding pending on or prior to the Closing Date or (y) illegal acts or willful misconduct of the Seller on or prior to the Closing Date; (ik) any Environmental Liability to the extent such Environmental Liability arises out of or relates to any Governmental Authority's allegation and investigation of any criminal violations of Environmental Laws by the Seller of which the Seller has received formal written notification from such Governmental Authority on or prior to the Closing Date; (l) any Environmental Liability to the extent such Environmental Liability derives from the same facts which form the basis of a conviction of, or plea of NOLO CONTENDERE by, the Seller for a violation of Environmental Laws which conviction or plea arises out of a Governmental Authority's investigation of criminal violations of Environmental Laws by the Seller of which the Seller receives formal written notification from such Governmental Authority on or before the sixth anniversary of the Effective Date; and (m) any Liability relating in respect of Taxes attributable to any Excluded Assets, whether arising prior to, the Acquired Assets for taxable periods ending on or after before the Closing DateDate as such Taxes are to be pro rated in accordance with Section 2.8, except those Taxes for which the Buyer is liable pursuant to Section 8.

Excluded Liabilities. Notwithstanding the provisions of Section 1.3 or any other provision of this Agreement, hereof or any Schedule or Exhibit hereto or and regardless of any Transaction Document disclosure to the contraryBuyer, the Buyer does shall not assume any of the following liabilities, obligations or commitments (whether accrued, absolute or contingent, whether known or unknown, whether disclosed or not disclosed, whether due or to become due and shall not be responsible to pay, perform whether arising from the Assets or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyerotherwise) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than (all such liabilities, the Assumed Liabilities (the “"Excluded Liabilities”), including, without limitation, the following: (a) any Liability for Taxes, including any Taxes "): (i) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing all bank and (ii) that are the obligation other indebtedness of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtednessits Affiliates, except to the extent that such Indebtedness is contemplated in deriving expressly set forth on the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; Closing Date Balance Sheet; (cii) any Liability and all liabilities and obligations arising under Environmental Laws with respect to the Bellwood facility; (iii) any and all liabilities and obligations arising under Environmental Laws with respect to the ▇▇▇▇▇▇ facility; provided, however, that if Buyer or any Affiliate of Buyer acquires title to such facility pursuant to the terms and conditions of the New Sublease, then all of these liabilities shall become, in accordance with Section 10.6(b) hereof, "Assumed Liabilities" for all purposes of this Agreement; (iv) any and all liabilities and obligations relating to or arising from all bonuses, incentive and similar payments payable to the employees or consultants of the Seller or Ivex in connection with the sale of the Assets and the Business and the consummation of the Contemplated Transactions; (v) any and all liabilities and obligations relating to or arising from or related to any breach, failure to perform, tort related to workers' compensation claims of the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance employees of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; ; (fvi) any and all liabilities and obligations relating to or arising from the businesses conducted by the Seller Transaction Expenses, except and its Affiliates (including therein the consumer packaging business distributed by Seller to IPC pursuant to the extent that such Seller Transaction Expenses are contemplated Distribution Agreement) other than the Business or the Assets; and (vii) (A) except as otherwise provided in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) this Agreement, any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent liability of the Seller for income, capital gains, franchise, transfer, sales, use and other Taxes (including with respect as defined herein) whether or not relating to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial the Business and whether or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or not incurred prior to the Closing Date; or (iB) any Liability liability of the Seller for the unpaid Taxes of any Person, including Taxes imposed on the Seller as a transferee or successor, by contract, or otherwise; and (viii) any and all liabilities relating to any Excluded Assets, whether or arising prior to, on from all intercompany indebtedness and accounts owed by the Business to the Seller or after the Closing Dateits Affiliates.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, the Buyer does Purchaser shall not assume and shall not be responsible to payany liabilities, perform obligations, or discharge (and the commitments of Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following: (a) any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, or use arising out of the Purchased Assets or the operation of the Business at or the ownership of the Assets other than the Assumed Liabilities, and all such liabilities, obligations, and commitments shall be retained by Seller (the "Excluded Liabilities"). Without limiting the generality of the foregoing, all of the following shall be Excluded Liabilities for purposes of this Agreement: (i) All trade accounts payable, accrued payroll, and accrued employee benefits relating to the Business; (ii) All Taxes (whether pursuant to existing laws and regulations or laws and regulations subsequently enacted by any Governmental Authority) which arise from (A) the operation of the Business prior to the Closing and Date; (iiB) that are the obligation ownership of the Seller pursuant Assets prior to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if Date; or (C) the same was specifically listed in Section 2.3. In consummation of the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assetstransactions contemplated herein; (biii) any IndebtednessAll costs, except expenses, liabilities, or obligations incurred by Seller incident to the extent that such Indebtedness is contemplated in deriving negotiation and preparation of this Agreement and its performance and compliance with the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3agreements and conditions contained herein; (civ) any Liability All liabilities and obligations of the Seller arising from or related to in connection with recalls mandated by any breachGovernmental Authority with respect to, failure to performor product liability claims relating to, tort related to the performance of, violation of Law, infringement products manufactured or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the sold by Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (fv) All liabilities or obligations of Seller relating to any Environmental Damages arising out of (i) the ownership or operation of the Assets or the Business prior to the Closing or (ii) any Seller Transaction ExpensesRelease at, except to, on or from the Real Property prior to the extent that such Seller Transaction Expenses are contemplated Closing Date, whether or not disclosed in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3any schedule to this Agreement or otherwise known to Purchaser; (gvi) All liabilities of Seller for the unpaid Taxes of any Liability Person under Reg. 1. 1502-6 of the Code (or any other similar provision of state, local, or foreign law) as a transferee or successor, by contract, or otherwise; (vii) All liabilities or obligations of Seller for borrowed money or evidenced by bonds, debentures, notes, drafts, or similar instruments; (viii) All liabilities or obligations of Seller under any of the Plans or relating to indemnifypayroll, reimburse vacation, sick leave, workers' compensation, unemployment benefits, pension benefits, employee stock option or advance amounts profit-sharing plans, health care plans, or any other employee plans or benefits of any kind for employees of Seller; (ix) All liabilities or obligations of Seller relating to any present claims by employees of Seller, whether pending as of Closing or former officerarising after Closing, memberdue to acts, manageralleged acts, director, employee or agent omissions of Seller under any federal labor or employment laws or state laws relating to or arising out of the employment relationship with Seller or the termination thereof, including, without limitation, any claims under the National Labor Relations Act, Fair Labor Standards Act, Family and Medical Leave Act, Title VII of the Civil Rights Act of 1964, Americans with Disabilities Act, Age Discrimination in Employment Act, and the Civil Rights Act of 1866 and 1970; (including x) All liabilities or obligations under any employment, severance, retention, or termination agreement between Seller and any of its employees; (xi) All liabilities or obligations of Seller with respect to any breach of fiduciary obligations by any actions, suits, proceedings, or possible claims, whether such party)actions, except for indemnification of suits, proceedings, or possible claims are currently pending, threatened, contingent, or otherwise, to the extent such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation claims arise out of the transactions contemplated hereby or the Seller’s termination conduct of the employment of any of its employees Business on or prior to the Closing Date;, including any such matters disclosed on SCHEDULE 2.1.5 and without regard to whether any such actions, suits, proceedings, or possible claims are described on SCHEDULE 2.1.5; and (ixii) any Liability All liabilities or obligations relating to any the Excluded Assets, whether arising prior to, on or after the Closing Date.

Excluded Liabilities. Notwithstanding any other provision of this Agreementthe foregoing, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does shall not assume and shall not be responsible deemed to pay, perform have assumed or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) in any Liabilities of the Seller or way become liable for any of its Affiliates Seller's debts, liabilities or obligations of any kind or nature whatsoever (other than the Assumed Liabilities (the “Excluded Liabilities”), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due and whether related to the Business or the Purchased Assets, and regardless of when or by whom asserted (collectively, the "EXCLUDED LIABILITIES") including, but not limited to, and without limitationlimiting the generality of the foregoing, the following: (ai) any Liability liability of the Seller or of any of its Affiliates for Taxes, including any Taxes (i) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and ; (ii) that are the obligation any liability of the Seller pursuant or its Members for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby; (iii) any liability of the Seller or its Members relating to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Excluded Assets; (biv) any Indebtedness, except liability relating to issues of the Purchased Magazines with cover dates prior to the extent that such Indebtedness is contemplated in deriving cover dates of the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Purchased Issues; (cv) any Liability of the obligations under employment contracts entered into by Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (fvi) any stay or termination bonuses payable by Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3employees of Seller; (gvii) any Liability to indemnify, reimburse obligation arising in tort or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any for breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or contract occurring prior to the Closing DateDate and for obligations and liabilities now existing or hereafter arising from or relating to pending litigation listed on the attached LITIGATION SCHEDULE; (iviii) any Liability relating obligation unrelated to any Excluded Assetsthe operation of the Purchased Magazines; (ix) except as set forth in Section 1.3(a), whether arising prior toobligations to employees for accrued wages, earned commissions, accrued vacation, accrued sick days, accrued personal days, bonuses payable to employees of Seller and similar compensation liabilities; and (x) all other liabilities set forth on or after the Closing Dateattached EXCLUDED LIABILITIES SCHEDULE.

Excluded Liabilities. Notwithstanding the provisions of Section 2.3 or any other provision of this Agreement, any Schedule or Exhibit hereto hereto, the Seller Disclosure Letter or any Transaction Document Ancillary Agreement to the contrary, and regardless of any disclosure to the Buyer, except for the Assumed Liabilities, the Buyer does shall not assume and shall not or be responsible obligated to pay, perform or otherwise discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities and all liabilities or obligations of the Seller or any of and its Affiliates of any kind kind, character or nature whatsoever other than the Assumed Liabilities description whatsoever, whether direct or indirect, known or unknown, absolute or contingent, matured or unmatured, and currently existing or hereinafter arising (the “Excluded Liabilities”), including, without limitation, including the following: : (a) any Liability for Taxes, including any Taxes (i) relating all Taxes arising before or after the Closing, to the ownershipwhich Seller or any of its Affiliates is subject, possession, directly or use of the Purchased Assets or the operation of the Business at or prior to the Closing indirectly and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice attributable to the other Party. These liabilities specifically excluded Business or the Purchased Assets for any tax liability related to the purchase and sale of these Assets; Pre-Closing Tax Period; (b) any Indebtednessliability pursuant to any Environmental Law arising from or related to any action, except to event, circumstance or condition occurring or existing on or prior the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; Closing Date; (c) any Liability liability not expressly assumed by the Buyer pursuant to Section 5.7 arising in respect of or relating to Business Employees, any other current or former employees of the Seller or any Employee Plan, including any accrued bonuses for the Transferring Employees for calendar year 2018 to the extent not reflected in the Closing Balance Sheet and any and all liabilities in respect of or relating to Business Employees or other employees of the Seller that are not Transferring Employees; (d) any liabilities related to the Owned Real Property and Leased Real Property, whether arising prior to, on or after the Closing Date; (e) any Indebtedness other than as set forth in Section 2.3(b); (f) any liability arising from or related to any breach, failure to perform, tort torts related to the performance of, violation violations of Law, infringement infringements or indemnity indemnities under, guaranties pursuant to and overcharges or underpayments under, any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising Contract prior to the Closing Date; Date (for an event that, with notice or lapse of time or both, would become the same) any Seller Transaction Expensesor which arises from facts, except to the extent circumstances, events, conditions or actions that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse occurred or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees existed on or prior to the Closing Date; (i) any Liability relating to any Excluded Assetscollectively, whether arising prior to, on or after the “Pre-Closing Date.Contract Liabilities”); 17

Excluded Liabilities. Notwithstanding any other provision of this Agreement(a) Except as specifically provided in Section 1.01(c) hereof with respect to Assumed ▇▇▇▇▇▇▇ Liabilities and as contemplated by Section 10.02(e) hereof, Buyer shall not assume, nor be deemed to assume, and shall have no responsibility or obligation with respect to, any Schedule liability or Exhibit hereto obligation of, or claim against, Caraustar or ▇▇▇▇▇▇▇, or of any Transaction Document to the contrarypredecessor, the Buyer does not assume and shall not be responsible to paystockholder or other affiliate of Caraustar or ▇▇▇▇▇▇▇, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than relating to or otherwise arising in connection with the Assumed Liabilities Business conducted by ▇▇▇▇▇▇▇, whether absolute, accrued, contingent or otherwise, and whether due or to become due and whether or not asserted, and whether or not known or unknown, and however arising, all of which liabilities, obligations and claims Caraustar and ▇▇▇▇▇▇▇, respectively, hereby agree to retain, remain solely responsible for, perform, pay and discharge promptly as and when due. (b) Without limiting the generality of the foregoing, except as specifically provided in Section 1.01(c) hereof, Buyer shall not assume nor be deemed to assume, and Caraustar and ▇▇▇▇▇▇▇ hereby agree to retain, remain solely responsible for, perform, pay and discharge promptly as and when due each of the following (collectively, the “Excluded Liabilities”), including, without limitation, the following:): (a) any Liability for Taxes, including any Taxes (i) any and all liabilities or obligations relating to the ownershipto, possession, arising under or use in respect of the Purchased Assets Indebtedness and checks and drafts of Caraustar or the operation of the Business at or ▇▇▇▇▇▇▇ drawn on, prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to after the Closing Date; (fii) any Seller Transaction Expensesand all liabilities or obligations owing by ▇▇▇▇▇▇▇ to Caraustar, except or to any affiliate of ▇▇▇▇▇▇▇ or Caraustar; (iii) any and all liabilities or obligations or claims of any type relating to, arising under, or in respect of, any Benefit Plan or Multiemployer Plan, including without limitation, any and all liabilities or obligations (including costs and expenses incurred by employees of Caraustar or ▇▇▇▇▇▇▇ or by other participants on, prior, or subsequent to the Closing Date) relating to, arising under, or in respect of, all retirement, health, medical, dental and similar plans in which any employee or other participant of Caraustar or ▇▇▇▇▇▇▇ participates or otherwise covering any employee or other participant of Caraustar or ▇▇▇▇▇▇▇; (iv) any and all liabilities or obligations relating to, arising under, or in respect of, any and all Products which are covered by, or are the subject of, any product recall program existing at any time prior to the Closing; (v) any and all liabilities or obligations or claims of any type relating to, arising under, or in respect of, product liability claims (including, without limitation, for personal injury, damage to or loss of property, or consequential or punitive damages) relating to, arising out of or in respect of Products manufactured and sold prior to the Closing. (vi) any and all other liabilities or obligations or claims of a type covered by insurance (including self insurance) arising out of pre-Closing occurrences or to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3occurrences existed pre-Closing (including without limitation, workers’ compensation liabilities or obligations); (gvii) any Liability and all warranty liabilities or obligations or claims of any type relating to, arising under, or in respect of, warranty programs and practices of Caraustar or ▇▇▇▇▇▇▇ in effect prior to indemnifythe Closing and relating to, reimburse arising under, or advance amounts in respect of, Products manufactured or sold prior to the Closing; (viii) any present and all liabilities or former officer, member, manager, director, employee obligations or agent claims of the Seller (including any type with respect to any breach of fiduciary obligations Taxes, imposed by the United States or by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under foreign country or by any state, provincial municipality, sub-division or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation instrumentality of the transactions contemplated hereby United States or of any foreign country, or by any other taxing authority, and any and all interest and penalties thereon, (a) which are due or payable by Caraustar or ▇▇▇▇▇▇▇ (or any of their respective affiliates); (b) which relate to the Assets or the Seller’s termination operation or conduct of the employment of any of its employees Business on or prior to the Closing Date; (c) which are calculated by reference to any Pre-Closing Period; or (d) except as specifically provided in Section 6.13, which arise out of the sale of the Assets (and any of them) by ▇▇▇▇▇▇▇, whether or not disputed; (ix) any and all liabilities or obligations or claims of any type relating to, arising out of, or in respect of, any and all violations of laws, rules, regulations or Permits (excluding Environmental Laws and Environmental Permits which are subject to the provision of subparagraph (x) below) by Caraustar or ▇▇▇▇▇▇▇, any and all investigations by or before any Governmental Authority, and any and all judgments, claims and litigations pending or threatened against Caraustar, ▇▇▇▇▇▇▇ or the Business, Real Property or other Assets as of the Closing Date, including without limitation any and all claims, litigations and other matters set forth on Schedule 3.25 hereto; (x) any liability or obligation (including to any third party), with respect to any Environmental Claim, arising under any Environmental Laws, in each case, relating to, arising out of, or resulting from: (i) any Liability relating to acts or activities conducted, or physical conditions created in connection with the ownership of the Premises or operation of the Business or at or from the Premises by any Excluded AssetsCaraustar Party, whether arising prior toor by any other person or entity, on or after prior to the Closing; (ii) any violation or alleged violation of any Environmental Laws in connection with the ownership of the Premises or operation of the Business by any Caraustar Party, or by any other person or entity, that occurs on or prior to the Closing; (iii) any presence, generation, treatment, transportation, storage, recycling, discharge, emission, disposal, Release, threatened Release, or suspected Release of any Hazardous Materials, or arrangement for any of the foregoing, in connection with the ownership of the Premises or the operation of the Business, or at or from the Premises by any Caraustar Party, or by any other person or entity, on or prior to the Closing; (iv) any requirements of any consent order or other order or directive by any Governmental Authority with respect to environmental matters that Caraustar or ▇▇▇▇▇▇▇ were required to complete on or prior to the Closing, but not including post-Closing compliance obligations associated with the Business or the Premises; (v) all costs associated with any work needed to assess, monitor, improve, permit and/or close the landfill located on the Premises, and, with respect only to post-closure costs, the applicable percentage of post-closure costs based on the number of years Seller utilized the landfill versus the number of years Buyers utilized the landfill; (vi) any costs or damages other than those addressed in Section 1.02(b)(x)(v) arising from or associated with closure of the landfill triggered solely by the actions of International Paper or Sellers (for the avoidance of doubt, but not due to such closure triggered by a Governmental Authority) before the end of the landfill’s useful life provided that such costs or damages shall be limited to: (1) for a landfill closure triggered by the actions of International Paper, the costs and damages recovered by Sellers from International Paper, if any, less the costs and expenses incurred by Sellers in connection with the recovery of such costs and damages (including, but not limited to Sellers’ attorneys’ and consultants’ fees) from International Paper; or (2) for a landfill closure triggered by the actions of Sellers, an amount equal to the cost to Buyer of the lost useful life of the landfill as calculated from the date of the closure of the landfill up through the second anniversary of the Closing Date, which cost shall be calculated on the basis of an annual cost conclusively deemed to be $1,700,000. Buyer shall use best efforts to develop viable alternatives to the use of the landfill and obtain all applicable regulatory approvals, complete construction, and commence commercial operation of its selected alternative before the third anniversary of the Closing Date. This paragraph (vi) and the rights, privileges and obligations set forth herein shall expire on the second anniversary of the Closing Date. In the event that International Paper triggers closure of the landfill as set forth in this paragraph (vi), Seller shall diligently pursue all of its available remedies against International Paper. For greater certainty, Releases of Hazardous Materials that were first present on the Premises or on an off-site property impacted by a Release of Hazardous Materials from the Premises on or prior to Closing shall be Excluded Liabilities, except for any post-Closing Release of Hazardous Materials arising out of Buyer’s ownership of the Premises or operation of the Business, or by any other person or entity after Closing, to the extent that Buyer exacerbates such pre-Closing Hazardous Materials. Notwithstanding the foregoing, responsibility for any liabilities or obligations with respect to any Releases of Hazardous Materials first present on the Premises or an off-site property impacted by a Release of Hazardous Materials from the Premises on or prior to Closing (excluding Releases of Hazardous Materials occurring or otherwise arising after Closing or pre-Closing Releases of Hazardous Materials that are exacerbated after the Closing, including Releases of Hazardous Materials from the Premises to off-site properties) that are within the coverage of the License for Access and Remediation shall be governed exclusively by the License for Access and Remediation; (xi) any liabilities or obligations or claims of any type relating to, arising out of, or in respect of The Worker Adjustment and Retraining Notification Act of 1988 (“WARN Act”) from acts or omissions taken by a Caraustar Party prior to the Closing; and (xii) except for the Assumed ▇▇▇▇▇▇▇ Liabilities, all other liabilities and obligations of, or claims against, Caraustar or ▇▇▇▇▇▇▇, or of any predecessor, stockholder or other affiliate of Caraustar or ▇▇▇▇▇▇▇, arising out of or related to the ownership of the Assets (or any of them) or the conduct of the Business conducted by Caraustar or ▇▇▇▇▇▇▇ or any affiliate thereof prior to the Closing, of any kind or nature, whether absolute, accrued, contingent or otherwise, whether due or to become due and whether or not asserted, and whether known or unknown, and however arising.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document anything to the contrarycontrary -------------------- contained in this Agreement and regardless of whether such liability is disclosed herein or on any schedule hereto, Buyer will not assume or be liable for any of Seller's debts, liabilities or obligations of any nature whatsoever, whether accrued, absolute or contingent, whether known or unknown, whether disclosed or undisclosed, whether due or to become due, and whether arising out of, related to or associated with the Business, the Buyer does not assume Purchased Assets or otherwise, and shall not be responsible to payregardless of when or by whom incurred, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following:following liabilities and obligations of Seller (the "Excluded Liabilities"): -------------------- (a) any Liability for Taxes, including any Taxes (i) liabilities or obligations for any contracts, agreements, leases or other arrangements, accounts payable, accrued liabilities or other short-term liabilities other than those described in Section 2.02(a) hereof, or any contingent liabilities; (ii) liabilities or obligations with respect to all Taxes (other than those included in Section 2.02(a)(v) hereof), including without limitation, all income taxes of Seller and Shareholder relating to the ownership, possession, ownership or use of the Purchased Assets or the operation of the Business at and/or the Purchased Assets on or prior to the Closing Date and (ii) that are the obligation all Taxes arising out of or relating to any of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assetstransactions contemplated hereby; (biii) any Indebtedness, except to the extent that such Indebtedness is contemplated liabilities or obligations of Seller or Shareholder for costs and expenses incurred in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller connection with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from this Agreement and the consummation of the transactions contemplated hereby (except to the extent set forth in Section 7.06 hereof); (iv) liabilities or obligations of Seller under this Agreement or the Seller’s termination agreements contemplated hereby; (v) liabilities or obligations arising out of, resulting from or relating to the Excluded Assets; (vi) liabilities or obligations arising out of the employment business of Seller conducted in Illinois including, without limitation, all accounts payable relating thereto (other than those included in Section 2.02(a)(iv) above) and set forth on the Excluded Accounts Payable Schedule; (vii) liabilities or obligations of Seller for indebtedness for borrowed money or any capitalized leases; (viii) liabilities or obligations of Seller arising out of or related to the same facts or circumstances as those which gave rise to that certain lawsuit entitled ▇▇▇▇▇▇▇'▇ Perennial Gardens, Inc. v. Logistics Edge, Inc. --------------------------------------------------------- and ▇▇▇▇▇▇▇ ▇▇▇▇▇, including, without limitation, any liability or ----------------- obligation of Seller to Logistics Edge, Inc. or ▇▇▇▇▇▇▇ ▇▇▇▇▇; (ix) liabilities or obligations for any claims (whenever made) or proceedings arising out of, relating to, resulting from or caused by any products delivered and sold by Seller or any of its Affiliates with respect to the Business (or any predecessor) at any time on or prior to the Closing Date (except to the extent set forth in Section 2.02(a)); (x) liabilities or obligations for any claims (whenever made) arising out of, relating to, resulting from or caused by any transaction, event or occurrence existing, arising or occurring (A) in connection with the ownership or operation of the Business and/or the Purchased Assets on or prior to the Closing Date or (B) in connection with Seller's or any of its Affiliates' businesses or activities at any time prior to or on or after the Closing Date (except to the extent set forth in Section 2.02(a)); (xi) liabilities or obligations for any claims (whenever made) arising out of or relating to any claims by employees or former employees or independent contractors (including dependents, spouses and other beneficiaries) of Seller, its subsidiaries or Plan Affiliates (or any predecessors) for (a) medical costs and expenses incurred as a result of claims made or injuries occurring on or prior to the Closing Date including, without limitation, any claims, costs or expenses relating to or arising under any Plan, if any (including any claims, costs or expenses related to continuation coverage as set forth in Section 601 of ERISA provided to any former employee or dependent thereof as of or prior to the Closing Date, other than accounts payable or accrued expenses existing as of the Closing Date, but excluding any accounts payable or accrued expenses arising on or after the Closing Date), and (b) costs, expenses and other liabilities under any workers compensation laws, regulations, requirements or programs to the extent related to any claim arising from or alleged to arise from or in connection with any fact, event, claim, injury or condition existing on or prior to the Closing Date; (Notwithstanding the foregoing, Seller will continue to perform the administrative functions of processing after the Closing such medical and workers compensation claims contemplated hereby. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person, firm or corporation, other than the parties hereto and their respective permitted successors and assigns, any rights or remedies under or by reason of this Agreement.); (ixii) any Liability with respect to all current and former employees, independent contractors, their spouses, dependents and beneficiaries, all obligations, duties, contributions and liabilities relating to any Excluded Assetsclaims for severance pay, vacation pay, accrued vacation pay, death, disability or other welfare or fringe benefits, including, without limitation, any benefit offered or available under any Employee Welfare Plan, payable as a result of facts, actions or conditions existing on or prior to the Closing Date or which are provided to any person who is not an active employee (or a dependent thereof) of Seller, its subsidiaries or any Plan Affiliate on or immediately prior to the Closing Date, except as provided in Section 2.02(a) hereof; (xiii) any liabilities or obligations (including but not limited to any claim of any governmental agency, any trustee, any fiduciary, any plan administrator, any person dealing with any Plan, any employee or any beneficiary and without regard to whether arising such liability or obligation arises prior toto or after the Closing Date or results from an event, on prior to or after the Closing Date) which relate to (A) program, plan, policy or arrangement (whether or not terminated) (i) which is or has been maintained, established, or offered by Seller, (ii) to which Seller contributes or has contributed; (iii) to which Seller has or has had any obligation to contribute; or (iv) to which Seller has or has had any liability or potential liability and under which current or former employees, retirees, individual contractors (or their spouses, dependents or other beneficiaries) may receive benefits or have received benefits, including but not limited to any Plan; (B) any Tax, penalty, assessment, fine or other liability relating to any such program, plan, policy, or Plan, which may result as a violation of law, including any violation of the Code, ERISA or any proposed, temporary or final regulation thereunder or (C) any liability, including any potential or actual liability, relating to any failure to comply with the requirements of the Code and/or ERISA; or (xiv) any liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) or obligations (whether investigatory, corrective, remedial or otherwise) arising under any Environmental and Safety Requirements with respect to the operation of the Business or condition of the Purchased Assets prior to the Closing Date, whether or not set forth on any schedule to this Agreement or otherwise disclosed to or known by Buyer prior to the date hereof (including without limitation any liability for attorney and consultant fees, personal injury, property damage, onsite or offsite cleanup costs or damage to natural resources).

Excluded Liabilities. Notwithstanding any other provision of in this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, the Buyer does shall not assume and shall not be responsible obligated to pay, perform assume or discharge (and the Seller shall retain, be obliged to pay, perform or otherwise discharge without recourse any Liability of Sellers, and Sellers shall be solely and exclusively liable with respect to the Buyer) any all Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever Sellers, other than the Assumed Liabilities (such Liabilities other than Assumed Liabilities, collectively, the “Excluded Liabilities”), including, without limitation, including the followingfollowing Liabilities: (a) any Liability for Taxes, including any Taxes (i) all Liabilities of Sellers relating to or otherwise arising, whether before, on or after the ownershipClosing, possessionout of, or use of in connection with the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Excluded Assets; (b) any Indebtedness, other than the Liabilities described in Section 2.3(b) and except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity Liabilities are assumed pursuant to any Section 2.3(d), all Liabilities under each Assigned Contract, in each case Contract to the extent such Liability is based upon any action, event, circumstance, omission on facts and circumstances arising or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees accruing on or prior to the Closing Date; (ic) except to the extent that the Liabilities are assumed pursuant to Section 2.3(d), any Liability and all Liabilities relating to any Excluded Assetsenvironmental, health or safety matter (including any Liability or obligation under any Environmental Law), arising out of or relating to Sellers’ operation of the Business or its leasing, ownership or operation of real property on or prior to the Closing Date no matter when raised; (d) all Liabilities relating to noncompliance with Permits, Governmental Authorizations, Environmental Health and Safety Laws, and other Legal Requirements that occurred on or before the Closing; (e) except to the extent that the Liabilities are assumed pursuant to Section 2.3(d), any indebtedness for borrowed money of any Seller and all guarantees of third party obligations by any Seller and reimbursement obligations to guarantors of any Seller’s obligations under letters of credit; (f) except to the extent that the Liabilities are assumed pursuant to Section 2.3(c) or Section 2.3(d), all Taxes imposed (i) on the Business or the Acquired Assets that are properly attributable to any tax period (or portion thereof) ending on or before the Closing Date, and (ii) on Sellers regardless of whether arising attributable to a taxable period ending prior to, on or after the Closing Date ; (g) except to the extent that the Liabilities are assumed pursuant to Section 2.3(d), all Liabilities of any Seller to any former or current employee (including any Facility Employee), including (i) for salary, wages, commissions, bonus, severance, vacation pay, holiday pay and any other employee payroll obligations (including accrued payroll Taxes); arising out of acts or omissions with respect to any Benefit Plan, employee practices or programs, including employee claims of wrongful discharge or discrimination, (ii) severance liabilities, (iii) obligations of any Seller under employment contracts, (iv) any change of control amounts payable to any employees as a result of the transactions contemplated by this Agreement and (v) all Liabilities that may arise under the WARN Act as a result of the transactions contemplated in this Agreement, including all such Liabilities to any employee employed by Sellers at the Facility immediately prior to the Closing; (h) except to the extent that the Liabilities are assumed pursuant to Section 2.3(d), drafts or checks outstanding at the Closing; (i) except to the extent that the Liabilities are assumed pursuant to Section 2.3(d), obligations under any futures contracts, options on futures, swap agreements or forward sale agreements entered into by any Seller; and (j) except to the extent that the Liabilities are assumed pursuant to Section 2.3, any other Liabilities arising out of or in connection with events occurring prior to the Closing Date, regardless of when raised.

Excluded Liabilities. Notwithstanding any other provision of in this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, except solely for the Assumed Liabilities, Buyer does not assume and shall not assume, be responsible required to pay, perform or discharge (and the Seller shall retaindischarge, pay, perform or otherwise discharge without recourse to the Buyer) be liable for any Liabilities of any Seller, of whatever nature, whether presently in existence or arising hereafter, whether or not related to the Business or the Purchased Assets, whether absolute, accrued, contingent or otherwise, liquidated or unliquidated, due or to become due, known or unknown, matured or unmatured, direct or indirect, and however arising, whether existing prior to or on the Closing Date or arising thereafter as a result of any act, omission, or circumstances taking place prior to the Closing, and Sellers shall retain and be responsible for all Liabilities of a Seller other than solely the Assumed Liabilities, including the following (the Liabilities described in this Section 2.04 collectively, the “Excluded Liabilities”): (a) all Liabilities for any Taxes (in each case, other than (x) Liabilities for Taxes of any Purchased Entity, or (y) Transfer Taxes for which Buyer is liable pursuant to Section 7.06(a) of this Agreement, or (z) Specified Sales Taxes, (i) arising from or with respect to the Purchased Assets, the Assumed Liabilities or the operation of the Business that are attributable to any Pre-Closing Tax Period (including, with respect to any Taxes arising in a Straddle Period, the portion of such Taxes that are allocable to the Seller under Section 7.06(c), (ii) imposed on or with respect to the Excluded Assets or Excluded Liabilities, (iii) of any Seller or any Affiliate (other than a Purchased Entity) or predecessor of Seller for any period, including Taxes of Seller or any Affiliate (other than a Purchased Entity) or predecessor of Seller that could become a liability of, or be assessed or collected against, Buyer or any of its Affiliates (including the Purchased Entities), or that could become an Encumbrance on the Purchased Assets, (iv) for which Seller or any of its Affiliates of any kind or nature whatsoever (other than the Assumed Liabilities (the “Excluded Liabilities”)a Purchased Entity) would be liable as a result of being a member of an affiliated, includingconsolidated, without limitation, the following: (a) any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, combined or use of the Purchased Assets or the operation of the Business at unitary group on or prior to the Closing Date, pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar Law, and (iiv) that are arising in connection with the obligation of the Seller transactions contemplated by this Agreement (other than Transfer Taxes for which Buyer is liable pursuant to Section 6.23 7.06(a) of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets); (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Reserved; (c) all Liabilities arising under any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Excluded Contract, other than those described in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to ClosingSection 2.02(l); (d) all Liabilities of Sellers for Indebtedness, including any Liability arising intercompany Indebtedness among Sellers or due from or related a Purchased Entity to any violation or noncompliance of the Seller with any Law applicable to the a Seller, the Business or the Purchased Assets; (e) any Liability arising from or related all Liabilities relating to any Action against the Seller, the Business, the Purchased Assets or the accounts payable other than those specifically identified by Buyer as an Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing DateLiability; (f) all Liabilities and other obligations of Sellers relating to or arising from any Seller Transaction Expenses, Collective Bargaining Agreement (except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3required by applicable Law); (g) any Liability to indemnifyall Liabilities associated with Service Providers who do not become Transferred Employees, reimburse or advance amounts to any present or former officerother than, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party)Service Providers, except for indemnification of such parties pursuant to Section 7.22(i) I▇▇▇ ▇▇▇▇▇▇, if applicable(ii) Post-Closing COBRA Liabilities and (iii) Post-Petition Wages; (h) any Liability under any stateall Liabilities arising out of, provincial relating to, or local law with respect to any “plant closing” notice pay or “mass layoff,” as those terms are defined in such applicable law, which may result from benefits and claims under the consummation of the transactions contemplated hereby WARN Act with respect to any current or the Seller’s termination of the employment of any of its employees former Service Provider arising on or prior to the Closing Date; (i) all Service Provider Agreements and Seller Plans (other than the Assumed Plans and Agreements and the Purchased Entities’ Plans), and Liabilities arising out of, relating to or with respect to any Liability Service Provider Agreement or any Seller Plan (other than the Assumed Plans and Agreements and the Purchased Entities’ Plans); (j) all Liabilities arising out of, relating to, or with respect to any bonus or other incentive compensation arrangement of Sellers, including, without limitation, the accrued, but un-paid, 2022 annual incentive bonuses; (k) all Liabilities arising out of, relating to, or with respect to any Service Provider’s accrued paid time off under any vacation or other paid time off policy or similar arrangement of Sellers (the “PTO Liabilities”); (l) all Ordinary Course current Liabilities of the Sellers attributable to the ownership or operation of the Purchased Assets in respect of the period following the Petition Date and prior to the Closing other than those set forth in Section 2.02(m), Section 2.02(n), 2.02(o), 2.02(p), and 2.02(q); (m) all Liabilities arising in connection with any violation of any applicable Law relating to the period prior to the Closing; (n) all Liabilities of Sellers to their equity holders; (o) all Liabilities arising out of relating to any business or property formerly owned or operated by any of the Sellers, any affiliate or predecessor thereof, but not presently owned and operated by the Sellers; (p) all Liabilities of Sellers arising under or pursuant to any Environmental Health and Safety Requirements, including with respect to any real property owned, operated, leased or otherwise used by Sellers, whether or not used in the Ordinary Course, including any Liabilities for noncompliance with any Environmental Health and Safety Requirements (including the Release of Hazardous Materials), in each case to the extent arising as a result of any act, omission, or circumstances taking place on or prior to the Closing, whether known or unknown as of the Closing; (q) all Liabilities arising out of, relating to or with respect to any Order or Proceeding involving, against or affecting, any Purchased Asset (i) commenced, filed, initiated or threatened as of the Closing or (ii) relating to facts, events or circumstances arising or occurring prior to the Closing; (r) any obligation of any Seller to indemnify any Person by reason of, or in connection with, the fact that such Person was a director, officer, manager, employee or agent of such Seller or any Purchased Entity or any other Person; (s) all Liabilities for: (i) costs and expenses incurred or owed in connection with the administration of the Chapter 11 Cases by Sellers; and (ii) all costs and expenses incurred in connection with the negotiation, execution and consummation of the transactions contemplated under this Agreement by Sellers; (t) all Liabilities arising out of, relating to or with respect to any Proceedings whether in existence prior to, at the Closing Date or arising thereafter relating to Sellers or the Excluded Assets; (u) all Capped Assumed Liabilities, other than Buyer’s payment obligation in respect of Capped Assumed Liabilities up to the Accrued Liabilities Cap; and (v) all other Liabilities of Sellers that are not expressly included as Assumed Liabilities or that relate to any Excluded Asset, whether arising prior to, on to or after the Closing DateClosing.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, the Buyer does not assume and BUYER shall not assume, or in any way be responsible to liable for the payment, performance or discharge of, any of, and SELLER shall pay, perform or and discharge (and the Seller shall retainwhen due all, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller following liabilities, obligations or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities commitments (collectively, the “Excluded Liabilities”), including, without limitation, the following:): (a) any Liability for Taxes, including any Taxes (i) relating except to the ownershipextent assumed by BUYER and its affiliates pursuant to Section 1.6, possessionall obligations, or use liabilities and commitments arising out of the Purchased Assets ownership or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsDate; (b) any Indebtedness, except the accounts payable relating to the extent that such Business incurred before the Closing Date, or any Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3of SELLER or any of its affiliates; (c) all liabilities, obligations and commitments in respect of any Liability and all Products manufactured by SELLER or its affiliates prior to the Closing Date, including warranty obligations and product, recall or withdrawal liabilities, irrespective of the Seller arising from or related to legal theory asserted (it being understood that any breach, failure to perform, tort related Product the date of manufacture of which cannot be determined pursuant to the performance of, violation of Law, infringement coding on such Product or indemnity pursuant otherwise shall be deemed to any Assigned Contract, in each case to have been manufactured after the extent Closing Date if such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to ClosingProduct was sold more than forty-five (45) days after the Closing Date); (d) any Liability arising from all liabilities, obligations and commitments for manufacturer’s coupons relating to Products which coupons are issued, granted, delivered or related to any violation or noncompliance of the Seller with any Law applicable otherwise made available prior to the Seller, Closing Date and are received by the Business or clearinghouse for reimbursement within sixty (60) days after the Purchased AssetsClosing Date; (e) any Liability all liabilities, obligations and commitments for trade and consumer promotions relating to Products arising from trade promotion activities or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising events occurring prior to the Closing Date; (f) any Seller Transaction Expensesall liabilities, except obligations and commitments relating to Products returned or claimed as spoiled within forty-five (45) days after the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3Closing Date; (g) any Liability all liabilities, obligations and commitments for customer deductions attributable to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including invoices with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or Products sold prior to the Closing Date; (ih) except to the extent assumed by BUYER and its affiliates pursuant to Section 1.6 and Section 6.3, all liabilities, obligations and commitments incurred prior to the Closing Date under any Liability relating employee benefit plans (as defined in Section 3(3) of ERISA) of SELLER and its affiliates and any Multiemployer Plans covering Business Employees, and all other liabilities, obligations and commitments in respect of Business Employees incurred prior to any Excluded Assets, whether arising prior to, on or after the Closing Date, including any liabilities, obligations, or commitments arising under the “Project J▇▇ Core Team Members Retention and Incentive Plan,” other than those specifically assumed by BUYER pursuant to Section 1.6 and Section 6.3; (i) all liabilities, obligations, and commitments arising under the “Project J▇▇ Core Team Members Retention and Incentive Plan;” (j) all liabilities, obligations and commitments with respect to Excluded Taxes; and (k) all other Liabilities not expressly assumed under this Agreement. SELLER’s obligations under this Section 1.7 shall not be subject to offset or reduction by reason of any actual or alleged breach of any representation, warranty or covenant contained in this Agreement or any document delivered in connection herewith or any right or alleged right to indemnification hereunder.

Excluded Liabilities. Notwithstanding any other provision of Except to the extent expressly provided in Section 2.3, in connection with the transactions contemplated by this Agreement, Purchaser will not assume, nor in any Schedule way be liable or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) for any Liabilities or obligations of the Seller or any of its Affiliates of any kind kind, nature, character and description (including whether known or nature whatsoever other than unknown, whether absolute or contingent, whether liquidated or unliquidated, whether accrued or unaccrued, whether due or to become due, and whether claims with respect thereto are asserted before or after the Assumed Liabilities (the “Excluded Liabilities”), Closing) of Seller including, without limitation, the following:Liabilities listed below (collectively, the “Excluded Liabilities”): (a) any Liability for Taxes, including any Taxes (i) relating Any Liabilities directly attributable to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Excluded Assets; (b) any Liabilities of Seller under notes payable and bank indebtedness (collectively, “Third Party Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3”); (c) any Liability of the Seller arising from or related Any Liabilities attributable to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Contracts that are not Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to ClosingContracts; (d) any Liability arising from or related to any violation or noncompliance Liabilities of the Seller with any Law applicable to the Seller, the Business or the Purchased Assetsfor unpaid Taxes; (e) any Any Liability of Seller arising from activities performed in connection with the Business prior to the Closing Date, including claims under Environmental Laws and liability or warranty claims related to any Action against the Seller, the Business, the Purchased Assets Products or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising services provided prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Any Liability as if the same was specifically listed in Section 2.3under Employee Benefit Plans of Seller; (g) Liabilities of Seller either (i) arising out of any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent Proceeding disclosed on Section 6.15 of the Seller Disclosure Schedules or (including with respect ii) arising out of any Proceeding based on a claim that relate to any breach Seller’s operations prior to the Closing Date, regardless of fiduciary obligations by whether any such party)Proceeding covered by this clause (ii) is commenced before, except for indemnification of such parties pursuant to Section 7.22, if applicableon or after the Closing Date; (h) any Liabilities of Seller for compensation or claims of Employees for periods prior to the Closing Date; and Liabilities of Seller for severance (if any) of Employees who are not hired or engaged by Purchaser (and, for the avoidance of doubt, Purchaser will have Liabilities relating to Employees who are hired or engaged by Purchaser only for periods from and after the Closing Date under the terms of such engagement by Purchaser); (i) Any claims of Governmental Authorities for periods prior to the Closing Date on account of violations of Laws; (j) Any Liability of Seller for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby; (k) Any Liability of Seller for its breach of this Agreement; (l) Any Liability of Seller for damages under any stateContract breached by Seller prior to the Closing Date; (m) Any liabilities and obligations of Seller for fees, provincial costs and expenses incurred in connection with the sale of the Business pursuant to this Agreement or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or thereby, except as provided in this Agreement or the Seller’s termination Ancillary Documents; and (n) Any liabilities and obligations for indemnification, liquidated damages or other penalties in any contract or agreement to the extent that such liabilities and obligations result from the failure of the employment Seller to perform under or breach of any of its employees on such contract or agreement prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing DateClosing.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, the Buyer does is not assume and shall not be responsible to payassuming any, perform or discharge (and the Seller shall Sellers are retaining, paying, performing, or otherwise satisfying all, or causing their respective Affiliates to retain, pay, perform or otherwise discharge without recourse to the Buyer) any satisfy all, Liabilities of the Seller Sellers or any of its their respective Affiliates of any kind or nature whatsoever (other than Sierra China) other than the Assumed Liabilities (the “"Excluded Liabilities”"), including, without limitation, the following:following (for the avoidance of doubt and notwithstanding anything in Section 2.3, all of the following shall be deemed to be "Excluded Liabilities" hereunder and none of the following shall be deemed to be "Assumed Liabilities" hereunder): (a) all Liabilities of the Sellers or their respective Affiliates (other than Sierra China) incurred in connection with this Agreement or any Liability Related Documents and the transactions contemplated hereby and thereby; (b) all Liabilities for Taxes, including any Taxes (i) relating Taxes of the Sellers or any of their respective Affiliates (other than Sierra China), (ii) Taxes arising from or with respect to the ownership, possession, or use of the Purchased Assets or the operation of the Business at that are incurred in or attributable to any period, or any portion of any period, ending on or prior to the Closing and (ii) that are the obligation of the Seller Date including, without limitation, Taxes allocable to Sellers pursuant to Section 6.23 of 9.1, (iii) Taxes to be paid by the Sellers pursuant to this Agreement, provided however that this subparagraph shall expire twelve including Transfer Taxes pursuant to Section 9.2, and (12iv) months from payments under any Tax allocation, sharing or similar agreement with any Seller or any Affiliate of the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Sellers; (c) all Liabilities based on any Liability Legal Proceeding that (i) is currently pending as of the Seller arising from date hereof, (ii) has been filed as of the Closing Date, (iii) is based on substantially the same facts, circumstances or related 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 breachperiod, failure to performor any portion of any period, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at ending on or prior to Closingthe Closing Date, other than in respect of (i) though (iv) inclusive, the Assumed Liabilities; (d) all Liabilities in respect of any Liability arising from current or related to any violation or noncompliance former employee of the Seller Sellers or any of its Affiliates (other than Sierra China), whether arising by Law or Contract or otherwise, including all Liabilities relating to or arising out of any employment action or practice in connection with the employment or termination of employment of any Law applicable Persons currently or formerly employed or seeking to be employed by the SellerSellers or any of their respective Affiliates, other than the Business or the Purchased AssetsAssumed Liabilities; (e) any Liability arising from or related to any Action against Indebtedness of the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending Sellers and their respective Affiliates (other than Sierra China) outstanding as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) all Liabilities of the Sellers and their respective Affiliates (other than Sierra China) in respect of any Seller Transaction Expenses, except to Contract other than the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3Assigned Contracts; (g) any Liability to indemnify, reimburse or advance amounts all Liabilities relating to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable;Excluded Asset; and (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees Liabilities specifically set forth on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing DateSchedule 2.4(h).

Excluded Liabilities. Notwithstanding The Purchaser and the Selling Shareholder agree that the Purchaser shall not assume any of the following, for SeaMaster, SeaMaster China and the Selling Shareholder, other provision than the Post-Closing Shareholder Loan: (a) all liabilities and obligations that arise out of the use and operation of the SeaMaster's Logistics Business prior to the Closing Date; (b) any and all liabilities and obligations of SeaMaster which exist on the Closing Date arising out of all contracts; other than Transportation Contracts, any contracts entered or to be entered into by SeaMaster as contemplated by this Agreement, and real property leases disclosed to Purchaser. (c) all liabilities and obligations which arise and/or become due in connection with any Schedule contracts (other than Transportation Contracts disclosed to Purchaser) entered into or Exhibit hereto relating to performance made or any Transaction Document acts committed prior to the contraryClosing Date; (d) any and all liabilities, the Buyer does not assume losses and shall not be responsible to paydamages and alleged liabilities, perform losses and damages arising out of or discharge (and the Seller shall retain, pay, perform resulting from any accident or otherwise discharge without recourse occurrence occurring prior to the Buyer) any Liabilities Closing Date resulting in personal injury, sickness, death, property damage, property destruction or loss of use of property arising out of or resulting from the operation of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), business purchased hereunder including, without limitation, the following: (a) performance of any Liability for Taxes, including any Taxes (i) relating to contract or the ownership, possession, operation or use of equipment in connection with the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased AssetsSeaMaster's Logistics Business; (e) any Liability arising from or related to any Action against all accounts payable and accrued expenses of the SellerSeaMaster's Logistics Business ("Accounts Payable") provided, however, the Business, Purchaser shall only assume reasonable Accounts Payable related to: (1) SeaMaster's Logistics Business rendered in the Purchased Assets or the Assumed Liabilities pending as ordinary course of the Closing Date or based upon any action, event, circumstance, omission or condition arising business within 60 days prior to the Closing Date; (f) any Seller Transaction Expensesliability or obligation of SeaMaster or Selling Shareholder in respect of any amount of federal, except state, local or foreign taxes (including interest, penalties and additions to such taxes) which are imposed or measured by the income of SeaMaster, in each case for any period or periods prior to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3Closing Date, including franchise taxes of SeaMaster; (g) any Liability to indemnify, reimburse liability or advance amounts to obligation of SeaMaster or Selling Shareholder under this Agreement or any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicabletransactions contemplated hereby; (h) any Liability liability and obligation of SeaMaster under any state, provincial or local law with respect to any “plant closing” transactions not in the ordinary course of the business of the SeaMaster's Logistics Business prior to the Closing Date unless otherwise agreed in writing by the Purchaser and the Selling Shareholder; (i) any tax (including, without limitation, any federal, state or “mass layoff,” as those terms are defined local income, franchise, sales, transfer, recording, documentary or other tax) imposed upon, or incurred by, SeaMaster or Selling Shareholder in such applicable law, which may result from the consummation of connection with or related to this Agreement or the transactions contemplated hereby hereby, or the Seller’s termination by reason of the employment its receipt of any of its employees on the consideration provided for herein for the sale and transfer of the SeaMaster's Logistics Business; (j) any liability or obligation of SeaMaster or the Selling Shareholder for unpaid sales, use, social security, unemployment withholding, real estate, property and income taxes prior to the Closing Date; (ik) unless otherwise agreed to in writing, any obligations of SeaMaster or the Selling Shareholder to third parties other than the Purchaser arising out of the failure of SeaMaster or the Selling Shareholder to obtain any necessary consents to the assignment to the Purchaser of contracts or leases to which SeaMaster or the Selling Shareholder are a party (including, but not limited to, damages asserted by third parties for breach of such contracts due to the failure to obtain such consents); (l) any Liability liability or obligation of SeaMaster or the Selling Shareholder under any credit facilities and any related guaranty of the Selling Shareholder entered or to be entered into prior to the Closing Date in relation to or in connection with the SeaMaster's Logistics Business; (m) any liability and obligation of SeaMaster or the Selling Shareholder under the letters of credit with any lender and any related guaranty of the Selling Shareholder entered or to be entered into prior to the Closing Date in relation to or in connection with the SeaMaster's Logistics Business; (n) any liability and obligation of SeaMaster or the Selling Shareholder under the letters of credit relating to insurance maintained by SeaMaster entered or to be entered into prior to the Closing Date in relation to or in connection with the SeaMaster's Logistics Business; (o) any claim (including any auto liability claim), obligation, liability, right of action, fine or penalty which may be asserted or imposed by any party at any time arising from or in anyway relating to any Excluded Assets, whether arising act or omission which occurred or commenced prior to, on or after to the Closing Date, including but not limited to any violations of or any remediation obligation under any foreign law, federal, state or local law; (p) any liability or obligation arising under any affiliate transactions or similar transactions; and (q) any liability or obligation arising under any litigation against SeaMaster the proceeding of which shall have commenced prior to the Closing Date. The liabilities and obligations not assumed by the Purchaser hereunder includes those listed above for SeaMaster China existing prior to the date of consummation of the acquisition of SeaMaster China by SeaMaster.

Excluded Liabilities. Notwithstanding any other provision of anything to the contrary contained in this Section 1.5 or elsewhere in this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and Purchaser shall not be responsible subject to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse be or become responsible at any time for any liabilities or obligations of the Selling Companies or their respective Affiliates (or otherwise relating to the BuyerSelling Companies, their respective Affiliates, the Applicable Businesses or the Transferred Assets) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities Liabilities, including all the following liabilities and obligations of the Selling Companies and their respective Affiliates (or otherwise relating to the Selling Companies, their respective Affiliates, the Applicable Businesses or the Transferred Assets) (collectively, the “Excluded Liabilities”), including, without limitation, which are not part of the followingsale and purchase contemplated hereunder and which are excluded from the Assumed Liabilities and shall remain the obligation of the appropriate Selling Company after the Closing: (a) any Liability for Taxes, including any Taxes (i) relating all liabilities and obligations of the Selling Companies related to the ownership, possession, Applicable Businesses solely with regard to or use arising out of the Purchased Assets or the operation of the Business at or Repricing prior to the Closing and (ii) that are under the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsContracts; (b) any Indebtedness, except liabilities or obligations arising out of any default or breach by any Selling Company prior to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Closing under any contract; (c) any Liability liabilities or obligations arising out of the Seller arising from any claim by a customer, supplier or related vendor with respect to any breach, failure product or service provided by or to perform, tort related each Selling Company prior to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing;; and (d) any Liability arising from or related all liabilities and other obligations set forth on Schedule 1.5. The Selling Companies each, jointly and severally, covenant and agree to any violation or noncompliance satisfy and discharge each of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Excluded Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assetsshall become due, whether arising or otherwise relating to, if at all, facts, events or circumstances existing prior to, on or after the Closing DateDate (unless otherwise specifically set forth in the Inbound Transition Services Agreement (as defined on the attached Schedule A) or the Outbound Transition Services Agreement (as defined on the attached Schedule A)).

Excluded Liabilities. Notwithstanding any other provision of anything to the contrary in this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or neither Oscient nor any of its Oscient’s Affiliates of will assume, nor will they become responsible for, any kind or nature whatsoever other than the Assumed Liabilities Liability set forth hereafter (collectively, the “Excluded Liabilities”), including, without limitation, the following:): (a) any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, or use all Liabilities of the Purchased Assets or the operation of the Business at or prior to the Closing Reliant and (ii) that are the obligation of the Seller pursuant to Section 6.23 of Reliant’s Affiliates arising under this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer Other Agreements or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or thereby; [*] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the SellerCommission. (b) all Liabilities required to be performed by Reliant under the Assigned Contracts and Orders prior to the Closing Date and any Liability for Reliant’s termination failure to so perform such Liabilities; (c) all Liabilities of Reliant under the Packaging Agreement not assumed by Oscient pursuant to the Packaging Agreement Assignment; (d) all Liabilities of Reliant required to be performed by Reliant under the Settlement to the extent not assigned to Oscient; (e) all Liabilities of Reliant required to be performed by Reliant under the Ethypharm Agreement to the extent not transferred to Oscient pursuant to Section 2.3(c); (f) all Losses arising out of claims of third parties due to the marketing, promotion, use or sale of any Product (whether or not defective) sold prior to the Closing Date by Reliant and all Losses arising out of claims of third parties due to or relating to any voluntary or involuntary recall of the employment Product sold prior to the Closing Date by Reliant; (g) all of Reliant Prorated Liabilities; (h) subject to Section 2.3 and Section 7.9, all rebates claimed or accrued by or under any of its employees on or Rebate Programs and Chargebacks received for Product prior to the Closing Date;; and (i) any Liability relating subject to any Excluded AssetsSection 2.3 and Section 7.7, whether arising all obligations for replacements of, or refunds for Product distributed or sold by Reliant prior to, on or after to the Closing Date.

Excluded Liabilities. Notwithstanding the provisions of Section 2.01 or any other provision of in this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, the Buyer does Recruiter and Newco shall not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller Onewire or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Onewire shall, includingand shall cause each of its Affiliates to, without limitationtimely pay and satisfy all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) any Liability for TaxesTransaction Expenses or other Liabilities of Onewire or its Affiliates arising or incurred in connection with the negotiation, including any Taxes (i) relating to the ownershippreparation, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing investigation and (ii) that are the obligation of the Seller pursuant to Section 6.23 performance of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related Transaction Documents and the underlying transactions contemplated hereby or thereby, including, without limitation, Transaction Expenses and the fees and expenses of counsel, accountants, consultants and advisers to the purchase and sale of these AssetsOnewire and/or its Affiliates; (b) any Indebtedness, except Liabilities relating to or arising out of the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Excluded Assets; (c) any Liability Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the Seller arising from ownership or related to any breach, failure to perform, tort related to operation of the performance of, violation of Law, infringement Business or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission Purchased Assets on or condition which first occurred at or prior to Closingbefore the Closing Date; (d) any Liability all other Liabilities and obligations arising from out of, relating to or related to any violation otherwise in respect of Onewire’s ownership or noncompliance operation of the Seller with any Law applicable to the Seller, the Business or and the Purchased Assets;Assets on or before the Closing Date (other than Current Liabilities included in the calculation of Closing Working Capital); and (e) any Liability arising from or related Liabilities for (i) Taxes relating to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon for any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees taxable period ending on or prior to the Closing DateDate and (ii) any other Taxes of Onewire or its Affiliates (other than Taxes specifically allocated to Newco hereunder) for any taxable period; (f) except as specifically set forth herein, any Liabilities of Onewire and its Affiliates relating to or arising out of (i) the employment, or termination of employment, of any Liability relating employee of the Business prior to any Excluded Assets, whether arising prior to, on or after the Closing Date, (ii) workers’ compensation claims of any employee of the Business which relate to events occurring prior to the Closing Date; and (iii) all Benefit Plans of Onewire or its Affiliates; (g) all Liabilities relating to Contracts that are not Assigned Contracts; and (h) any other Liabilities not relating to the Purchased Assets.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document anything to the contrarycontrary set forth herein, the under no circumstance shall Buyer does not assume and shall not or be responsible obligated to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities none of the Seller Assets shall be or become liable for or subject to any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, including the following, which shall be and remain liabilities of Seller: (a) any Liability for Taxes, including any Taxes (i) The liabilities accrued on the Closing Balance Sheet relating to the ownership, possession, line item entries listed on Schedule 2.4(a); (b) Liabilities or use obligations of the Purchased Assets or the operation Seller for Taxes in respect of the Business at periods ending on or prior to the Closing Date or resulting from the consummation of the transactions contemplated herein, other than (i) those included in the computation of Net Working Capital and (ii) that are the obligation of the amounts paid by Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that Buyer after any Liability prorations for Taxes shall become an Assumed Liability as if the same was specifically listed in under Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.32.6; (c) any Liability of the Seller Liabilities or obligations arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to ClosingExcluded Assets; (d) any Liability Liabilities or obligations arising from or related to any violation or noncompliance and all indebtedness of the Seller with any Law applicable to the Seller, the Business or the Purchased Assetsfor borrowed money other than Assumed Debt; (e) Liabilities or obligations arising under any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of Contract before the Closing Date or based upon resulting from any actionbreach or default occurring prior to the Closing Date under any Assumed Contracts, eventliabilities arising out of the assignment to Buyer at Closing of any Assumed Contract, circumstanceand liabilities arising under any Contracts not assumed by Buyer; (f) Liabilities or obligations arising out of or in connection with claims, omission litigation or condition proceedings described in Schedule 3.22, and claims, litigation and proceedings (whether instituted prior to or after Closing) for acts or omissions which allegedly occurred prior to the Closing Date, including litigation and other actions arising from medical staff credentialing decisions at the Hospital Businesses prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse Liabilities or advance amounts to any present obligations under the ▇▇▇▇-▇▇▇▇▇▇ Act or former officer, member, manager, director, employee other restricted grant or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicableloan programs; (h) Liabilities or obligations to employees of Seller, Employee Benefit Plans, the Internal Revenue Service, PBGC or any Liability other Governmental Authority, arising from or relating to periods prior to Closing (whether or not triggered by the transactions contemplated by this Agreement and whether or not imposed by Legal Requirements directly on Buyer as the transferee of the Assets), including liabilities or obligations arising under any stateEmployee Benefit Plan or severance pay program or arrangement maintained by Seller prior to Closing, provincial EEOC claim, unfair labor practice, unemployment compensation, and wage and hour practice, and liabilities or local law with obligations arising under the WARN Act, as a result of acts of Seller prior to Closing, except (i) to the extent included in Net Working Capital, (ii) Unbooked Employee Benefits, and (iii) Assumed PTO; (i) Cost Report settlement payables relating to all Cost Report periods ending on or before the Closing Date; (j) Except for liabilities to Blue Cross and Blue Shield of Illinois under the “HMOI” and “PPO” plans included in Net Working Capital, liabilities or obligations of Seller in respect of periods ending on or prior to the Closing Date arising under the terms of any third-party payor programs or Government Payment Programs, including any recoupment rights of the Health Care Financing Administration or the Illinois Department of Public Health, and any liability arising pursuant to any “plant closing” third-party payor program or “mass layoff,” Government Payment Programs as those terms are defined in such applicable law, which may a result from of the consummation of the transactions contemplated hereby herein, including recapture of previously reimbursed expenses; (k) Liabilities or obligations of Seller to The University of Chicago, including the Seller’s termination Biological Sciences Division of The University of Chicago, and UCH; (l) Liabilities and obligations to contractors, vendors and other Persons relating to the completion of the employment South Addition CON Project; (m) Liabilities or obligations arising under any Contract of the Joint Ventures before the Closing Date or resulting from any breach or default occurring prior to the Closing Date under any Contract of the Joint Ventures, and liabilities or obligations arising out of or in connection with claims, litigation or proceedings (whether instituted prior to or after Closing) for acts or omissions of any of its employees on or the Joint Ventures which occurred prior to the Closing Date;; and (in) Penalties, fines, settlements, interest, costs and expenses arising out of or incurred as a result of any Liability relating actual or alleged violation by Seller of any Legal Requirement that occurred prior to any Excluded Assets, whether arising prior to, on or after the Closing Date, including any claims, litigation or other actions relating to Environmental Laws.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto Agreement or any Transaction Document other writing to the contrary, the Buyer does not assume assume, and shall not be responsible have any obligation to pay, perform or discharge (and the discharge, any liability of Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities Liabilities, all of which shall be retained by and remain liabilities, obligations and commitments of Seller (collectively, the “Excluded Liabilities”), including, without limitation, the following. Excluded Liabilities shall include: (a) any Liability for Taxesliabilities, including obligations or commitments arising out of or relating to that certain Asset Sale and Purchase Agreement by and among BIOREX Kutató és Fejlesztö Rt., BRX Research and Development Company Ltd and Seller (the “BIOREX Acquisition Agreement”) dated October 4, 2004 (the “BIOREX Acquisition Date”); (b) any Taxes (i) liabilities, obligations or commitments arising out of or relating to the ownership, possession, ownership or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (fc) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including obligations with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any individual who is a party to any confidentiality or non-disclosure agreement listed on Schedule 2.1(c); (d) any liabilities and obligations arising out of its employees or relating to the return of Products or any product liability, breach of warranty or similar claim for injury or other harm to person or property, regardless of when asserted, that arises out the any clinical study or other development, use or misuse of Products supplied by, for or on or behalf of Seller prior to the Closing Date; (ie) any Liability obligations, if any, to make any payments to the ALS Charitable Remainder Trust dated August 28, 2006 (“ALSCT”) in accordance with that certain Royalty Agreement dated August 28, 2006 between Seller and ALSCT as amended by that certain letter agreement dated August 13, 2009 between Seller and ALSCT, on any sums payable by Buyer to Seller pursuant to this Agreement; (f) except to the extent specifically provided in Section 2.2, all other liabilities, obligations and commitments, regardless of when they are asserted, billed or imposed or when they become due or payable, of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, whether or not accrued, arising out of or relating to, directly or indirectly, the Products or the Purchased Assets to the extent such liabilities, obligations or commitments are attributable to any Excluded Assetsaction, whether arising omission, performance, non-performance, event, condition or circumstance prior to, on or after to the Closing Date.

Excluded Liabilities. Notwithstanding any other provision of this AgreementExcept for those Liabilities expressly transferred herein, any Schedule or Exhibit hereto or any Transaction Document to the contraryTeraGlobal will retain, the Buyer does not assume and shall not continue to be responsible obligated to payperform and discharge all other liabilities, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, including without limitation, the following: (a) any Liability for TaxesAll liabilities and obligations under contracts, including any Taxes (iwritten or oral, which are not listed on Schedule 1.1(d) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from including but not limited to liabilities or obligations relating to any leases for real property which are not occupied by TeraGlobal as of the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets;date hereof. (b) any IndebtednessAny liabilities or obligations owed to marketing service providers that are no longer performing marketing services for TeraGlobal, except to including the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3;Bacon’s Information, Inc., Gartner Group, IDG World Expo, Stoorza Communications, Inc., and Xplain Corporation, Inc. (c) any Liability of the Seller arising from Any liabilities or related obligations owed to any breachcommunication service providers that are not currently providing services to TeraGlobal, failure to performincluding AT&T Conferencing, tort related to the performance ofBroadwing Communications, violation of LawCachenet, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing;and Rhythms Network. (d) any Liability arising from Any liabilities or related obligations owing to any violation the NASD or noncompliance NASDAQ or because of the Seller with any Law applicable listing of TeraGlobal’s shares on the OTC Bulletin Board maintained by the NASD or to the Seller, the Business or the Purchased Assets;NASDAQ stock market. (e) any Liability Any liabilities or obligations arising from out of pending or related to any Action threatened litigation against the SellerTeraGlobal, the Business, the Purchased Assets or the Assumed Liabilities pending as including liabilities arising out of the Closing Date or based upon any actionU.S. Attorney Investigation into the securities offering conducted by TechnoVision Communications, event, circumstance, omission or condition arising prior to the Closing Date;Inc. (f) Any liabilities arising our of or resulting from or in any Seller Transaction Expenses, except way related to the extent that such Seller Transaction Expenses are contemplated in deriving registration of TeraGlobal’s common stock under the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability Securities Act of 1933, as if the same was specifically listed in Section 2.3;amended, including but not limited to any liabilities to stockholders of TeraGlobal. (g) Any and all contingent or unknown claims, debts, obligations or liabilities and any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent liabilities of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether TeraGlobal arising prior to, on or after the Closing Datedate hereof.

Excluded Liabilities. Notwithstanding any other provision All debts, claims, commitments, liabilities -------------------- and obligations of this AgreementSeller which are not Assumed Liabilities are "Excluded -------- Liabilities." Excluded Liabilities include, any Schedule or Exhibit hereto or any Transaction Document to the contrarybut are not limited to, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the ----------- following: (a) any Liability all liabilities for Taxes, including any Taxes (i) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing penalties and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contractinterest, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance respect of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising periods prior to the Closing Date; (fb) any Seller Transaction Expenses, except indebtedness for borrowed money relating to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent conduct of the Seller (including with respect to any breach of fiduciary obligations by any such party), except Business for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or all periods prior to the Closing Date; (c) all claims, liabilities and obligations relating to the Excluded Assets; (d) payroll obligations (including withholding tax obligations) of Seller in respect of periods prior to the Closing Date; (e) subject to Sections 6.1, 6.3(a) and 6.4 (a) with respect to ------------ ------ ------ accrued vacation, all liabilities, claims, damages, and obligations of Seller to any current employees or former employees of Seller arising out of their employment with the Seller; (f) defective performance or defaults under any of the Contracts in respect of periods before the Closing Date other than claims relating solely to returns of products manufactured or shipped by Seller prior to the Closing Date and expenses incurred to address service issues with current customers of the Subsidiaries; provided, however, that Buyer is not assuming liability for any -------- ------- personal injury claims or consequential or exemplary damages relating to or arising from defective products manufactured, sold or shipped by Seller prior to the Closing Date, and such shall be Excluded Liabilities; (g) any lawsuit, arbitration, audit, hearing, investigation or litigation against Seller pending prior to the Closing Date; (h) liabilities and obligations under any Plan; (i) any Liability [Intentionally omitted.] (j) liabilities and obligations of Seller relating to any Excluded Assets, whether arising violation or alleged or threatened violation of any Law prior to, on or after to the Closing Date; (k) any Environmental Liabilities, known and unknown, relating to the operation of the Business prior to Closing; (l) any claims, liabilities or obligations of Seller that arise out of the operation of the Business prior to the Closing Date that are not Assumed Liabilities; and (m) any liabilities in connection with the fire at the Facility located in New Boston, Texas, as contemplated by Section 5.22 of ------------ this Agreement.

Excluded Liabilities. Notwithstanding At the Closing, subject to Article IX of the Asset Purchase Agreement, neither the Company nor any other provision Buyer Parties shall, by the execution and performance of this AgreementAgreement or otherwise, any Schedule assume, become responsible for or Exhibit hereto or any Transaction Document incur the following Liabilities of the Company (except to the contraryextent such Liabilities constitute ▇▇▇▇▇▇▇▇ Company Liabilities), which Seller shall assume at the Buyer does not assume Closing and shall not be responsible agree to pay, perform or and discharge when due (and the Seller shall retaincollectively, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following:): (a) Except as provided in Section 6.5, and except if taken into account in the calculation of the Actual True-Up Amount under the Asset Purchase Agreement, any Liability Liabilities of Seller or any Seller Companies for TaxesTaxes (i) for any Pre-Closing Period, whether or not assessed or currently due and payable, including any Taxes (i) relating to arising from the Business or the ownership, possession, operation or use of the Purchased Assets Landfill or the operation of the Business at Company’s other assets or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12arising from making a §338(h)(10) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsElection; (b) any Indebtedness, except Subject to the extent that such Indebtedness is contemplated terms of Section 6.5, any Liabilities of Seller for expenses incurred in deriving connection with the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if sale of the same was specifically listed in Section 2.3Interests pursuant to this Agreement; (c) Any inter-company payables between the Company and any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to ClosingCompany; (d) any Liability arising from All Liabilities for accounts payable and other current liabilities owed or related to any violation or noncompliance of the Seller accruing (as determined in accordance with any Law applicable GAAP) prior to the Seller, the Business or the Purchased AssetsClosing Date that do not constitute ▇▇▇▇▇▇▇▇ Company Liabilities; (e) Any Proceeding against any Liability arising from Seller Party or any subsidiary or Affiliate of any Seller Party (any such subsidiaries or Affiliates of Seller Parties are collectively referred to as the “Seller Companies”) related to any Action against the Seller, the Business, the Purchased Assets Business or the Assumed Liabilities pending as of the Closing Date ownership, operation or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment use of any of its employees the Company’s assets arising on or prior to the Closing DateDate (including any Proceeding set forth on Schedule 3.9 or Schedule 3.12 as of the date hereof and litigation which has been filed and with respect to which the Company or any Seller Company has received service of process as of the date hereof but excluding Proceedings relating to the ▇▇▇▇▇▇▇▇ Company Liabilities); (f) Subject to Section 6.4, any Encumbrances (other than Permitted Encumbrances) relating to the Business or the ▇▇▇▇▇▇▇▇ Company Assets; (g) Except for any Material ▇▇▇▇▇▇▇▇ Disposal Contracts and Assumed Severance and Retention Bonus Liabilities, any Liabilities arising from or related to (i) any Liability employee wages or other benefits due to or required to be contributed in respect of any employees, directors or consultants of the Company on or prior to the Closing Date or (ii) funding, contributions, benefits, payment obligations, fees or expenses, including “withdrawal liability,” arising from or relating to any Excluded AssetsBenefit Plans sponsored, made available, maintained, contributed to or required to be contributed to by any Seller Party or any Seller Company for the benefit of any current or former employee of any Seller Party or any Seller Company, it being expressly understood that, except for any Material ▇▇▇▇▇▇▇▇ Disposal Contracts and the Assumed Severance and Retention Bonus Liabilities, neither the Company nor any of the Buyer Parties are assuming any Benefit Plans of the Company or any other Seller Party; and (h) Subject to Section 1.5 (including without limitation Section 1.5(e)), any other Liabilities of any nature whatsoever, whether legal or equitable, or matured or contingent, arising prior toout of or in connection with or related to the Company, the Business, the ownership, lease, operation, performance or use of the Landfill and the Company’s other assets or the employment of or compensation or provision of benefits to employees of the Company on or after prior to the Closing DateDate that do not constitute ▇▇▇▇▇▇▇▇ Company Liabilities.

Excluded Liabilities. Notwithstanding any other provision of anything to the contrary in this Agreement, Buyer will not assume or be liable for any Schedule of the following obligations or Exhibit hereto or any Transaction Document to the contraryliabilities of Seller (collectively, the Buyer does not assume "Excluded Liabilities"), and shall not be responsible to pay, perform or discharge (and the Seller shall retain, payand shall continue to be responsible after the Closing Date for, perform or otherwise discharge without recourse to and shall indemnify and hold Buyer and the Buyer) any Liabilities Buyer Group harmless from and against, all of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following: (a) any Liability for Taxes, including any Taxes (i) relating all liabilities for Taxes to the ownership, possession, or use of extent arising from the Purchased Assets or the operation operations of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; provided that where it is necessary to apportion the liability for a Tax arising with respect to a taxable period beginning before the Closing and ending after the Closing, such liability shall be apportioned on the basis of an interim closing of the books, except that real property Taxes, personal property Taxes and similar Taxes shall be apportioned on a daily basis; (iii) any Liability all inter- and intra-company payables; (iii) all liabilities to the extent relating to any Excluded Assets, whether Asset; (iv) all liabilities arising out of or resulting from any product manufactured or assembled by Seller with respect to the Business prior to, on to the Closing Date (including all defects in products manufactured or after assembled by Seller prior to the Closing Date); (v) to the extent incurred prior to the Closing Date, any and all liabilities and obligations to or with respect to employees of Seller or the Business arising out of or relating to their employment, all liabilities and obligations to or with respect to employees of Seller or the Business who are not hired by Buyer, all liabilities and obligations with respect to any severance, separation or similar pay or benefits arising out of the actual, alleged or constructive termination of employment with Seller or the Business arising as a result of the transactions contemplated hereby, and all liabilities and obligations under, relating to or arising out of any Employee Benefit Plans, other than those liabilities specifically identified as an Assumed Liability pursuant to Section 1(b)(ii) above; (vi) all liabilities of Seller arising under any Environmental, Health and Safety Laws from any offsite storage, disposal or transport prior to the Closing Date of any substances or materials generated or used by Seller; and (vii) any and all obligations and liabilities in respect of (A) indebtedness for borrowed money, (B) obligations evidenced by bonds, notes, debentures or other similar instruments or by letters of credit, including purchase money obligations or other obligations relating to the deferred purchase price of property (other than trade payables incurred in the ordinary course of business consistent with past practice) and (C) obligations as lessee under leases which have been or should have been, in accordance with GAAP, recorded as capital leases (but without derogation of the Parties' agreement that the assets leased pursuant to such leases shall be Acquired Assets, free and clear of the obligations under such leases); (D) obligations under direct or indirect guaranties in respect of indebtedness or obligations of others of the kind referred to in clauses (A) through (C) above, and (E) accrued interest, if any, on any of the foregoing.

Excluded Liabilities. Notwithstanding any other provision of anything in this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, the Buyer does Purchaser No. 1 and Purchaser No. 2 shall not assume or become responsible for any claim, liability or obligation of any nature whatsoever, whether known or unknown, accrued, absolute, contingent or otherwise (a "Liability") of any of the Sellers except Assumed Liabilities No. 1 and Assumed Liabilities No. 2 that are specifically assumed by such party. Without limiting the generality of the foregoing, the following are included among the Liabilities of any of the Sellers which Purchaser No. 1 and Purchase No. 2 shall not be assume or become responsible to pay, perform or discharge for (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the unless specifically included as Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following:No. 1 or Assumed Liabilities No. 2): (a) any Liability all Liabilities for Taxes, including any Taxes (i) relating to the ownership, possession, whether deferred or use which have accrued or may accrue or become due and payable by any of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising Sellers either prior to, on or after the Closing Date, including, without limitation, all Taxes and fees of a similar nature arising from the sale and transfer of Purchased Assets No. 1 and Purchased Assets No. 2 to Purchaser No. 1 and Purchaser No. 2, respectively; (b) all Liabilities and obligations to directors, officers, employees or agents of any of the Sellers, including, without limitation, all Liabilities and obligations for wages, salary, bonuses, commissions, vacation (provided that Sellers' employees that become employees of Purchaser No. 1 and/or Purchaser No. ▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇ ▇nused vacation days for the current year during the remaining portion of the year as part of Purchaser No. 1's and/or Purchaser No. 2's own vacation program for its employees) or severance pay, profit sharing or pension benefits, and all Liabilities and obligations arising under any bonus, commission, salary or compensation plans or arrangements, whether accruing prior to, on or after the Closing Date; (c) all Liabilities and obligations with respect to unemployment compensation claims and workmen's compensation claims and claims for race, age and sex discrimination or sexual harassment or for unfair labor practice based on or arising from occurrences, circumstances or events, or exposure to conditions, existing or occurring prior to the Closing Date and for which any claim may be asserted by any of the Sellers' employees, prior to, on or after the Closing Date; (d) all Liabilities of any of the Sellers to third parties for personal injury or damage to property based on or arising from occurrences, circumstances or events, or exposure to conditions, existing or occurring prior to the Closing Date and for which any claim may be asserted by any third party prior to, on or after the Closing Date; (e) all Liabilities and obligations of any of the Sellers arising under or by virtue of federal or state environmental laws based on or arising from occurrences, circumstances or events, or exposure to conditions, existing or occurring prior to the Closing Date and for which any claim may be asserted prior to, on or after the Closing Date; (f) all Liabilities of any of the Sellers including any costs of attorneys' fees incurred in connection therewith, for litigation, claims, demands or governmental proceedings arising from occurrences, circumstances or events, or exposure to conditions occurring or existing prior to the Closing Date; (g) all Liabilities based on any theory of liability or product warranty with respect to any product manufactured or sold prior to the Closing Date and for which any claim may be asserted by any third party, prior to, on or after the Closing Date; (h) all attorneys' fees, accountants' or auditors' fees, and other costs and expenses incurred by any of the Sellers and/or any Shareholder and/or any Member in connection with the negotiation, preparation and performance of this Agreement or any of the transactions contemplated hereby; (i) all Liabilities of any of the Sellers in connection with the Excluded Assets; (j) any Liabilities of any of the Sellers with respect to any options, warrants, agreements or convertible or other rights to acquire shares of its capital stock of any class and/or of its membership interests of any class, respectively; (k) any Liabilities of any of the Sellers incurred incident to any indemnification for breach of any representations, warranties, covenants, or other agreements made by any of the Sellers under any of the asset purchase, stock, reorganization, or other legal transaction(s) set forth in Disclosure Schedules 2.2(n) and/or 2.3(p); (l) any Liabilities of any of the Sellers with respect to any loans or advances made by any Shareholder, Member or any Affiliate to any Seller; (m) all other debts, Liabilities, obligations, contracts and commitments (whether direct or indirect, known or unknown, contingent or fixed, liquidated or unliquidated, and whether now or hereinafter arising) arising out of or relating to the ownership, operation or use of any of Purchased Assets No. 1 and/or Purchased Assets No. 2 on or prior to the Closing Date or the conduct of the Business No. 1 of the Sellers and/or Business No. 2 of the Sellers prior to the Closing Date, except only for the liabilities and obligations to be assumed or paid, performed or discharged by Purchaser No. 1 and/or Purchaser No. 2 constituting Assumed Liabilities No. 1 or Assumed Liabilities No. 2; (n) any Liabilities of any Seller incurred incident to the redemption of all the issued and outstanding shares of common stock of the Redeemed Shareholders or of the membership interest of the Redeemed Member. Each Seller shall pay all of its liabilities not being assumed hereunder by Purchaser No. 1 or Purchaser No. 2 within the customary time for payment of such liabilities. It is the intent of the parties that upon Closing, all employees of each Seller will be terminated by such parties and Purchaser No. 1 or Purchaser No. 2 will extend offers of employment to such individuals.

Excluded Liabilities. Notwithstanding any other provision of this Agreementthe foregoing, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does shall not assume and shall not be responsible deemed to pay, perform have assumed or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) in any Liabilities of the Seller or way become liable for any of its Affiliates Seller's debts, liabilities or obligations of any kind or nature whatsoever (other than the Assumed Liabilities Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to become due and whether related to the Business or the Purchased Assets, and regardless of when or by whom asserted (collectively, the “"Excluded Liabilities”), ") including, but not limited to, and without limitationlimiting the generality of the foregoing, the following: (ai) any Liability liability of Seller for Taxes, including ; (ii) any Taxes liability of Seller for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby; (iiii) any liability of Seller relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Excluded Assets; (biv) any Indebtedness, except liability relating to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3any Pre-Closing Event; (cv) any Liability of the obligations under employment contracts entered into by Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (fvi) any Seller Transaction Expenses, except obligation arising in tort or for breach of contract occurring prior to the extent that such Seller Transaction Expenses are contemplated in deriving Closing Date and for obligations and liabilities now existing or hereafter arising from or relating to pending litigation listed on the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3attached Litigation Schedule; (gvii) any Liability obligations to indemnifyemployees for accrued wages, reimburse or advance amounts earned commissions (other than commissions relating to any present or former officerPost-Closing Event), memberaccrued vacation, manageraccrued sick days, directoraccrued personal days and severance payments, employee or agent of the Seller bonuses and similar compensation liabilities (including other than with respect to any breach employee who is hired by Buyer as of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date;); and (iviii) any Liability relating to any all other liabilities set forth on the attached Excluded Assets, whether arising prior to, on or after the Closing DateLiabilities Schedule.

Excluded Liabilities. Notwithstanding any other provision of this AgreementLincare shall not assume, nor be responsible for, any Schedule Excluded Liabilities. All Excluded Liabilities shall be retained by, and shall be the sole responsibility of, Company and Shareholders. Without limiting the generality of the foregoing or Exhibit hereto or any Transaction Document to the contrarydefinition of Excluded Liabilities contained in Section 1.1(e) hereof, the Buyer does not assume and Excluded Liabilities shall include, but shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitationlimited to, the following: : (a) any Liability the obligation to pay all invoices which are dated on or before the Closing Date or which relate to goods or services ordered, consumed or used on or before the Closing Date, except as provided for Taxes, including any Taxes (iin Section 1.1(d)(iii) relating to hereof and for goods ordered by Company in the ownership, possession, or use ordinary course of the Purchased Assets or the operation of the Business at or business prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from which will not be received until after the Closing such that and for which Company has not billed or received any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; payments; (b) any Indebtednessthe liabilities and obligations under all contracts, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability agreements and leases designated as if the same was specifically listed in Section 2.3; Excluded Assets on Schedules 1, 2 or 3 hereof; (c) the obligation to satisfy any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action claims and litigation against the SellerCompany which are included in the Excluded Liabilities, the Businessincluding, the Purchased Assets but not limited to, those claims and litigation listed on any Schedule hereto, and any claim or the Assumed Liabilities pending as of the Closing Date litigation, whether or based upon any actionnot listed on a Schedule hereto, event, circumstance, omission or condition arising that arose prior to the Closing Date; ; and (fd) the obligation, in accordance with the provisions of Section 4.6(b)(iii) hereof, to pay-off in full those certain leases and rental agreements expressly designated on Schedules 1, 2 and 3 hereof as subject to this Section 3.4(d), as well as any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts obligations pertaining to any present lease or former officer, member, manager, director, employee or agent of rental agreement which the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby Company or the Seller’s termination of the employment of any of its employees on or Shareholders failed to disclose but existed prior to the Closing Date; Date unless expressly accepted by Lincare as provided in Section 1.1(a)(viii), and to deliver to Lincare title to all such leased or rented Assets free and clear of any Encumbrances. (iCompany's obligations under this Section 3.4(d) are referred to herein as the "Contract Asset Purchase Requirements".) The Contract Asset Purchase Requirements shall include, but shall not be limited to, the payment of any Liability purchase options or other similar payments relating to any of such Assets. If Lincare deems it necessary or appropriate to make payment of any Excluded AssetsLiability for which Company and/or Shareholders do not assume responsibility pursuant to the terms of this Agreement, whether arising prior to, on or after Lincare shall have the Closing Dateright to deduct such amounts from its payment obligations under this Agreement.

Excluded Liabilities. Notwithstanding 12.3.1 If the Purchaser receives notice of any other provision claim by a third party in respect of this Agreementany Excluded Liability (an “Excluded liability Claim”) it shall give notice of such claim to the Business Sellers as soon as reasonably practicable. 12.3.2 Subject to Clause 12.3.4, any Schedule or Exhibit hereto to the extent that the Purchaser (or any Transaction Document member of the Purchaser’s Group) is involved directly in the relevant claim, the Purchaser shall, or shall procure that the relevant member of the Purchaser’s Group shall, conduct such claim in a manner which is consistent, in all material respects, with the manner in which the Purchaser (or, as the case may be, the relevant member of the Purchaser’s Group) would, at the relevant time, conduct any Purchaser Third Party Claims. 12.3.3 Subject to Clause 12.3.4, the Purchaser shall, to the contraryextent permitted by any Law and Regulations, take such action as the Buyer does not assume Business Sellers may reasonably request to avoid, dispute, resist, appeal, compromise, settle, defend or mitigate any Excluded Liability Claim subject to the Purchaser being indemnified on an after-Tax basis by the Business Sellers against all Losses which may thereby be incurred and provided that the Purchaser shall not be responsible required to paytake any action which is not consistent in any material respect with the manner in which the Purchaser (or, perform or discharge as the case may be, the relevant member of the Purchaser’s Group) would, at the relevant time, conduct any Purchaser Third Party Claim. Without limitation to the foregoing (and subject to applicable Law and Regulations): (i) the Seller Purchaser shall, and shall retainprocure that any other relevant members of the Purchaser’s Group shall, payallow the Business Sellers and their financial, perform accounting, tax or otherwise discharge without recourse legal advisers reasonable access to allow them to investigate the fact, matter or circumstance alleged to (or which may) give rise to such Excluded Liability Claim and whether and to what extent any amount is or may be payable in respect of such claim; (ii) the Purchaser shall, and shall procure that any other relevant members of the Purchaser’s Group shall, disclose to the Buyer) any Liabilities Business Sellers all material of the Seller or any which it/they are aware which relates to such Excluded Liability Claim and shall, subject to their being paid all reasonable out of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”)pocket costs and expenses, give all such information and assistance, including, without limitation, the following: (a) any Liability for Taxes, access to premises and personnel (including any Taxes (i) Relevant Employee with knowledge relating to the ownershiprelevant facts, possession, matters or use of the Purchased Assets circumstances or the operation of who can otherwise reasonably assist the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsSellers); (b) any Indebtednessmaking such personnel available for factual interviews, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3;preparation for testimony, giving evidence, producing affidavits and other similar activities; and (c) the right to examine and copy or photograph any Liability assets, accounts, correspondence, documents and records, as the Business Sellers or their financial, accounting or legal advisers may reasonably request; and (iii) the Purchaser shall, and shall procure that any other members of the Seller arising from or related Purchaser’s Group shall, at all times take all reasonable steps to maintain any legal privilege that exists in relation to any breachinformation referred to in this Clause 12.3 (including books of account, failure to perform, tort related records and correspondence) relevant to the performance of, violation of Law, infringement Excluded Liability Claim. Nothing in this Clause 12.3 shall entitle any Business Seller or indemnity pursuant its advisers to have access to any Assigned Contractinformation which relates to legal advice in respect of any claim for breach of the Transaction Documents. 12.3.4 In relation to any claim by a third party relating to an Excluded Liability the Business Sellers shall be entitled at its own expense and in its absolute discretion, by notice in writing to the Purchaser to take such action as it shall deem necessary to avoid, dispute, deny, defend, resist, appeal, compromise, settle or contest the relevant claim (including making counterclaims or other claims against third parties and including instructing such professional and legal or tax advisers as the Business Sellers may nominate to act on behalf of the relevant Purchaser or member of the Purchaser’s Group) in the name of and on behalf of the Purchaser or member of the Purchaser’s Group concerned and to have the conduct of any related proceedings, negotiations or appeals except that the Business Sellers shall, conduct such claim in a manner which is consistent, in each all material respects, with the manner in which the Business Sellers (or, as the case to may be, the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance relevant member of the Seller with RBSG Group) would, at the relevant time, conduct any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing DateRBSG Third Party Claim.

Excluded Liabilities. Notwithstanding any other provision of anything to the contrary set forth in this Agreement, except for the Assumed Liabilities, the Sellers shall not transfer at Closing any Schedule liability for any contracts, agreements, commitments or Exhibit hereto liabilities of the Sellers or any Transaction Document to the contrarySanDisk Party whatsoever, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) including any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities following (collectively, the “Excluded Liabilities”), including, without limitation, which Excluded Liabilities shall be retained by the followingSellers and/or the SanDisk Parties as applicable: (a) any Liability for Taxesliability relating to, including any Taxes (i) relating to arising out of or incurred in connection with the ownership, possessionPurchased Assets, or use of the Purchased Assets use, operation or the operation of the Business at or possession thereof, prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets;Closing; and (b) any Indebtednesstrade accounts payable, except accrued liability or other liability of the Sellers as of the Closing whether or not such amounts are known or payable on or prior to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Closing; (c) except as expressly provided for in Sections 3.1(a) and 3.7 below, any Liability Taxes or similar charges that may become payable in any jurisdiction by the Sellers by reason of the Seller sale and transfer of the Purchased Assets pursuant hereto, or arising from or related relating to Sellers’ receipt of the FP Purchase Price or FA Purchase Price (or relief from any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing;Assumed Liability); and (d) any Liability liability relating to, arising from out of or related to any violation or noncompliance of the Seller incurred in connection with any Law applicable to the Sellerfinal nonappealable decision arising out of any suit, the Business litigation, arbitration or the Purchased Assets; administrative proceeding before any Governmental Authority (eall “Actions”) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expensesor initiated after the Closing but based in whole or part on an act or omission of a Seller, except * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) omitted portions. or any Liability to indemnify, reimburse or advance amounts to any present current or former officer, member, manager, director, employee or agent of a Seller or the Seller (including with respect to any breach of fiduciary obligations by any such party)use, except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial operation or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation possession of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or Purchased Assets prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing Datedate of this Agreement.

Excluded Liabilities. Notwithstanding any other provision Except as expressly provided to the contrary -------------------- in Section 2b, under no circumstance shall Purchaser be obligated to pay or assume, and none of this Agreementthe Assets shall be or become liable for or subject to, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities liability of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”)Seller, including, without limitation, the following:, whether fixed or contingent, recorded or unrecorded (collectively, the "Excluded Liabilities"): (a1) any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, indebtedness and other obligations or use guarantees of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These including, without limitation, current liabilities specifically excluded any tax liability related to the purchase of Seller and sale of these Assetsshort-term and long-term indebtedness; (b2) any Indebtednessliabilities or obligations, except to if any, for cost reporting periods ending prior to, and including, Closing, arising under the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability terms of the Medicare program, including recapture, and the Medicaid program, and under any other third party payor programs which settle up on a basis other than an individual claims basis. Seller arising from shall have the right to appeal or related settle any matter, claim, liability with respect to Seller's Cost Reports or any breach, failure audit thereof. Seller shall have no obligations or responsibility with respect to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to cost reports for periods after Closing; (d3) any Liability arising from federal, state or related to any violation local tax liabilities or noncompliance obligations of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as in respect of the Closing Date or based upon any action, event, circumstance, omission or condition arising periods prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result resulting from the consummation of the transactions contemplated hereby or herein, including, without limitation, any income tax, any franchise tax, any tax recapture, any sales and/or use tax, any indigent care tax, any state and local recording fees and taxes which may arise upon the Seller’s termination consummation of the employment transactions contemplated herein and any FICA, FUTA, workers' compensation taxes and any and all other taxes or similar amounts due and payable as a result of the exercise by any of its Seller's employees on (who elect or Purchaser elects prior to or as of Closing not to become employees of Purchaser subsequent to Closing) of such employees' rights to vacation, sick leave and holiday benefits accrued while in the Closing Dateemploy of Seller; (i4) liability for any and all claims by or on behalf of Seller's employees relating to periods prior to Closing, including, without limitation, liability for any pension, profit sharing, deferred compensation, or any other employee health and welfare benefit plans, liability for any EEOC claim, wage and hour claim, unemployment compensation claim or workers' compensation claim, and liability for all employee wages and benefits, including, without limitation, accrued vacation, sick leave, holiday pay, severance pay and related taxes or other liability related thereto in respect of Seller's employees; (5) liabilities or obligations arising as a result of any breach by Seller at any time of any contract or commitment that is not assumed by Purchaser; (6) liabilities or obligations arising out of any breach by Seller prior to Closing of any Contract (as hereinafter defined); (7) any Liability liability arising out of or in connection with claims for acts or omissions relating to the ownership or operation of the Center or the Assets which occurred prior to Closing; (8) contracts and agreements that are not assumed by Purchaser; (9) any Excluded Assetsdebt, whether obligation, expense or liability of Seller arising prior toout of or incurred solely as a result of any transaction of Seller occurring after Closing or for any violation by Seller of any law, regulation or ordinance at any time; (10) any obligation, judgment, expense or other liability arising out of or in connection with any matter which is or should be disclosed on Exhibit B; (11) any accounts payable attributable to legal and accounting fees and similar costs incurred by Seller that are directly related to the sale of the Assets of Seller; and (12) any other current payable of the type which has not been historically accounted for by Seller as an "Account Payable", including any payable related to compensation or after the Closing Datefringe benefits for Seller's employees.

Excluded Liabilities. Notwithstanding (a) Except as set forth in Section 1.4 above, (i) the Purchaser shall not assume any other provision of this Agreement, any Schedule liability or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities obligation of the Seller or any of its Affiliates of any kind or nature whatsoever other than the (all such liabilities that are not Assumed Liabilities (Liabilities, the “Excluded Liabilities”), and (ii) the Seller shall retain responsibility for all liabilities and obligations arising from the Seller’s operations (including operations of the Business) prior to the Closing, whether or not accrued and whether or not disclosed, including the Excluded Liabilities. (b) Specifically, and without in any way limiting the generality of Section 1.5(a) (but subject to Section 1.4 in all respects), the Excluded Liabilities shall include any liabilities or obligations that are not Assumed Liabilities, including the following liabilities and obligations: (i) relating to, resulting from, or arising out of the operation of the Business prior to the Closing, including the Seller’s obligation to comply with all applicable Laws (including without limitation, ADA, FLSA (or related state wage and hour laws), ILSA, Environmental Laws and any administrative or civil fines or penalties for violations of Environmental Laws, or remediation or response costs for contamination) and any litigation, governmental proceeding or investigation arising as a result of events occurring or facts and circumstances arising or existing prior to the Closing; (ii) relating to, resulting from, or arising out of the acquisition, operation, occupancy, use, or control of the Real Property prior to the Closing; (iii) relating to, resulting from, or arising out of the Release by the Seller of any Hazardous Material prior to the Closing including, for clarity, any such Release by the Seller that occurred prior to Closing but is discovered after Closing, in each case with respect to the operation of the Business, the Real Property, or any other third-party real property where wastes generated in connection with the Business were disposed of prior to the Closing; (iv) for a period ending on the two (2) year anniversary of the Closing Date, with respect to Sold Homes, including, without limitation, the following:relating to, resulting from, or arising out of any product liability, warranty liability or similar claim for damage, loss, reimbursement, indemnity, repair, cost or expense (including with respect to Warranty Work), which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty, or construction defect; (av) relating to, resulting from, or arising out of any liability or obligation (including accounts payable, except to the extent included in the calculation of the Business’ Final Book Value) owed to or by the Seller or any of their Affiliates prior to the Closing; (vi) for all Seller’s Taxes; (vii) for any Indebtedness; (viii) relating to, resulting from, or arising out of any liability or obligations (including accounts payable) owed to the Partners or any Affiliate of the Seller; (ix) relating to, resulting from, or arising out of (A) any Liability for Taxesbusiness of the Seller other than the Business or (B) any Excluded Asset; (x) relating to, resulting from, or arising out of any liabilities owed by the Seller to any current or former employee, manager, director, trustee, independent contractor or other service provider of the Seller or the Business (including any beneficiaries or dependents thereof) arising or accruing prior to the Closing or that relate to the period prior to the Closing, including any Taxes sale, “stay-around”, retention, change of control, severance (including “double trigger” severance) or similar bonuses, amounts or compensation that will or may become payable as a result of the transactions contemplated hereby (whether prior to, on or following the Closing); (xi) relating to, resulting from, or arising out of any of the Company Benefit Plans, whether or not such liability or obligation arises prior to, on or following the Closing; (xii) of the Seller arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of the Seller; (xiii) relating to, resulting from or arising out of any claims by any holder or purported holder of equity securities in the Seller as a result of the transactions contemplated by this Agreement, other than any claims (i) relating to the ownership, possession, or use Purchaser’s failure to pay any portion of the Purchased Assets or the operation of the Business at or prior Final Purchase Price pursuant to the Closing and this Agreement, (ii) that are against the obligation Purchaser or any of its Affiliates unrelated in any way to the Seller pursuant to Section 6.23 of or (iii) against the Purchaser arising under this Agreement or any Ancillary Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (bxiv) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3;on Schedule 1.5(b)(xiv); and (cxv) any Liability of the Seller all claims, actions, litigation and proceedings relating to, resulting from, or arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment out of any of its employees on or prior to the Closing Date; (i) any Excluded Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing Dateand all costs and expenses in connection therewith.

Excluded Liabilities. Notwithstanding any other provision of anything to the contrary in this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities, (x) none of ADMA, Buyer or any of their respective Affiliates shall assume or have any responsibility or Liability for any of Seller’s Liabilities, and (y) Seller shall retain and shall be responsible for paying, performing and discharging when due, all of Seller’s Liabilities, whether or not related to the Biotest Therapy BU or the Purchased Assets, of whatever kind and nature, primary or secondary, direct or indirect, absolute or contingent, known or unknown, and whether or not accrued, including the following Liabilities set forth below (collectively, the “Excluded Liabilities”), including, without limitation, the following:): (a) any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, Liabilities arising out of or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Excluded Assets; (b) any Indebtedness, except to Liability of Seller for the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Accounts Payable; (c) any Liability Liabilities arising out of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closingall Seller Plans; (d) all Liabilities under any Liability Assigned Contract arising from out of any breach, default or related to any violation or noncompliance of the intentional misconduct by Seller with any Law applicable thereunder prior to the Seller, the Business or the Purchased AssetsEffective Time; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or all Liabilities (except for the Assumed Liabilities pending as set forth in Section 2.3(b)) in respect of any current or former employee, director, officer, consultant, or independent contractor of Seller relating to employment or termination of employment, including, but not limited to, any claim for severance or termination pay or Liability under WARN, any collective bargaining agreement, workers’ compensation claims and occupational health claims, breach of contract, unlawful termination, overtime pay, unpaid wages or salary, vacation or time off (or pay in lieu thereof), or any violation of any Law relating to minimum wages or maximum hours of work; (f) all Liabilities arising out of or relating to any product liability, breach of warranty or similar claim for injury to person or property with respect to the Closing Date Biotest Therapy BU or based upon any actionProduct, event, circumstance, omission to the extent such Liabilities relate to Products manufactured or condition arising sold by Seller prior to the Effective Time; provided, however, that any such Liabilities that relate to Included Inventory (including all Actions relating to any such Liabilities) shall be allocated fifty percent (50%) to Buyer and fifty percent (50%) to Seller; provided, further, that notwithstanding the foregoing, (A) to the extent such Liabilities are traceable to acts or omissions of Seller or any of its Affiliates prior to the Effective Time, such Liabilities shall be Excluded Liabilities and (B) to the extent such Liabilities are traceable to acts or omissions of Buyer or any of its Affiliates after the Effective Time, such Liabilities shall be Assumed Liabilities; (g) except for Medicaid Rebate Charges, all Liabilities for Rebate Charges and Wholesaler Charges requested prior to the date 120 days following the Closing Date; (fh) any Seller Transaction Expenses, except all Liabilities for Medicaid Rebate Charges requested prior to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to date 270 days following the Closing Date; (i) all Liabilities for Taxes allocated to Seller pursuant to the provisions of Section 8.10; (j) all Liabilities of Seller or any Liability relating predecessor arising under Environmental, Safety and Health Laws, to the extent arising out of or related to the ownership or operations of the Biotest Therapy BU at any Excluded Assetstime prior to the Effective Time; and (k) all Liabilities related to the CIVACIR Development Project to the extent such Liabilities relate to actions taken or products manufactured, whether arising evaluated and administered in clinical trials prior to, on or after to the Closing DateEffective Time.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contraryExcept as expressly set forth in SECTION 1.1(C), the Buyer does shall not assume or be responsible at any time for any liability, obligation, debt or commitment of the Company, whether absolute or contingent, accrued or unaccrued, asserted or unasserted, or otherwise (the "Excluded Liabilities"). Without limiting the generality of the foregoing, the Company expressly acknowledges and agrees that the Company shall retain, and that Buyer shall not assume or otherwise be responsible obligated to pay, perform perform, defend or discharge (discharge, any liability or obligation incident to, arising out of or incurred with respect to, this Agreement and the transactions contemplated hereby (including any and legal or other fees and expenses, all sales, income or other taxes arising out of the transactions contemplated hereby; without limiting the generality of the foregoing, Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) promptly file a New York bulk sale tax notice and remit any Liabilities and all sale taxes due in respect of the Seller sale of assets contemplated in this transaction to be paid by Buyer at Closing); for taxes whether measured by income or otherwise, in connection with any of its Affiliates of any kind Plan or nature whatsoever other than the Assumed Liabilities Benefit Program or Agreement (the “Excluded Liabilities”as defined in SECTION 3.7), including, without limitation, any liability of the following: (a) Company under ERISA, under any Liability for Taxesforeign, including any Taxes (i) federal, state or local law, rule, regulation, ordinance, program, Permit, or other Legal Requirement relating to the ownershiphealth, possessionsafety, or use of the Purchased Assets or the operation of the Business at or prior to the Closing Hazardous Materials and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law environmental matters applicable to the SellerCompany's business and/or the facilities Used by the Company (whether or not owned by the Company), pertaining to products sold or manufactured or services performed or other actions taken or omitted by the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising Company prior to the Closing Date; (f) , relating to any Seller Transaction Expenses, except default taking place before the Closing Date under any of the Assumed Obligations to the extent that such Seller Transaction Expenses are contemplated in deriving default created or increased the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability liability or obligation, or for Funded Indebtedness or accrued interest, fees or penalties with respect thereto. The Company agrees to satisfy and discharge the Excluded Liabilities as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing Dateshall become due.

Excluded Liabilities. Notwithstanding any other provision Subject to the terms and conditions of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contraryexcept for Assumed Liabilities, the Buyer shall not and does not assume any liabilities, obligations or commitments of MSC or Sellers or their businesses, whether accrued, absolute or contingent, whether known or unknown, whether disclosed on the Schedules to this Agreement, whether due or to become due and shall not be responsible whether related to paythe Purchased Assets, perform or discharge (and the Seller shall retain, pay, perform Sellers' businesses or otherwise discharge without recourse to and regardless of when or by whom asserted, including the Buyer) any Liabilities of following (collectively, the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “"Excluded Liabilities”"), including, without limitation, the followingwhich shall be retained and timely discharged by Sellers and MSC: (a) any Liability for Taxes, including any Taxes (i) relating all liabilities and obligations of each Seller and MSC under this Agreement and the Related Documents to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assetswhich it is a party; (b) any Indebtednessall liabilities and obligations of Sellers and MSC for expenses or fees incident to or arising out of their negotiation, except to preparation, approval or authorization of this Agreement and the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from Related Documents or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the their consummation of the transactions contemplated hereby or the Seller’s termination thereby (including all of the employment their attorneys' and accountants' fees and fees of any investment banks or brokers); (c) all liabilities or obligations of its employees Sellers, if any, with respect to product warranty (other than those included in Section 5.3(c) above) and product liability claims arising on or prior to the Closing Date; (d) all liabilities or obligations of Sellers, if any, arising directly under the Consent Decree for conduct occurring on or prior to the Closing Date; (e) all liabilities or obligations solely in respect of any of the Excluded Assets (including under any Contracts, commitments or understandings related thereto); (i) any Liability relating to and all liabilities or obligations of each Seller in respect of vacation pay, sick pay, salary, bonuses, retention, severance or other compensation or benefits or payments in respect of such Seller's current, former or future employees, and all liabilities or obligations of any Excluded Assetskind (including arising under any common law, whether arising statute, regulation or contract, including WARN) associated with the termination of Seller's employees prior to, on or after the Closing Date and (ii) any and all liabilities and obligations each Seller (or each Seller's predecessors) may have in respect of any current, future or former employee of, or applicant for employment with, any Seller or any predecessors of Sellers (with respect to all or any part of the Purchased Assets and Assumed Liabilities or otherwise) prior to, on or after the Closing Date with respect to discrimination or harassment claims; (g) all liabilities or obligations relating to or arising under the Employee Benefit Plans; (h) any withdrawal liability (including contingent or secondary withdrawal liability) within the meaning of Section 4201 or 4204 of ERISA to any "multiemployer plan" (as defined in Section 4001(a)(3) of ERISA); (i) all liabilities or obligations of each Seller to indemnify its directors and officers; (j) all liabilities or obligations of each Seller resulting from any claim, action, suit or proceeding brought by any person or entity claiming to have a right to purchase such Seller or the business, properties or assets of such Seller (whether by merger, sale of assets, sale of shares, recapitalization or otherwise); (k) all liabilities and obligations for Taxes (other than Transfer Taxes) of each Seller and any other person that forms part of a consolidated group for tax reporting purposes or with whom either Seller has entered into a tax allocation, sharing or indemnification agreement; (l) all liabilities and obligations in respect of accounts payable to MSC or its Affiliates; (m) all liabilities and obligations in respect of Accounts Payable other than Accounts Payable described in Section 5.3(b); (n) all liabilities or obligations of Seller arising from Sellers' activities on and after the Closing Date; and (o) all liabilities or obligations in respect of the litigation disclosed on Section 3.9(ii), (iii) and (iv) of the Disclosure Schedule.

Excluded Liabilities. Notwithstanding any other provision the provisions of this Agreement-------------------- Sections 2.1 and 2.2, Buyer shall not assume, and Sellers shall remain liable for, any Schedule and all liabilities, obligations, claims and commitments (whether known or Exhibit hereto unknown, contingent, liquidated or any Transaction Document to otherwise, and whenever asserted) of or against the contraryAssets, the Buyer does not assume Business and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever Sellers other than the Lease Obligations and the Assumed Liabilities (the “"Excluded Liabilities”"), including, without limitation, any of the following: (a) any Liability for Taxes, including any Taxes : (i) relating any obligation under agreements and instruments included in the Excluded Assets, including all obligations under the Employee Plans and all employee benefit plans with respect to the ownershipwhich any Seller or any other entity which, possession, or use together with any Seller that is treated as a single employer under Section 414 of the Purchased Assets Code, has any liability or the operation of the Business at or prior to the Closing and obligation; (ii) that are any liabilities or obligations of Sellers arising or incurred in connection with the obligation negotiation, preparation and execution of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase Agreement and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby hereby, including without limitation the fees and expenses of Sellers' counsel, accountants, financial advisers and other experts; (iii) royalty liabilities for any period on or prior the Seller’s termination Closing Date or arising out of or relating to the Excluded Locations; (iv) other than liabilities and obligations under Other Assumed Leases (to the extent that such liabilities and obligations are attributable to periods from and after the Closing Date), any non-current liabilities arising out of or relating to the Excluded Locations and any liability or obligation that are specifically listed on Schedule 2.3; (v) any liability or obligation ------------ (including any investigative or remedial obligation) arising under any applicable Environmental Laws (as defined in Section 3.19), except where the facts or conditions underlying such liability or obligation are solely caused by the operation of the employment Acquired Stores by Buyer after the Closing Date; (vi) any indebtedness other than with respect to the capital leases listed on Schedule 2.2(iii); (vii) any liability or obligation arising out ----------------- of or relating to any of its employees litigation which is based upon events or circumstances occurring on or prior to the Closing Date; Date or arising out of or relating to the Excluded Locations; (iviii) any Liability liability or obligation arising out of or relating to any Excluded Assets, whether arising prior to, intercompany obligation between Sellers or any of their Affiliates; and (ix) any liability of Sellers for Taxes for any period on or after prior the Closing Date.Date or arising out of or relating to the Excluded Locations. ARTICLE 3 ---------

Excluded Liabilities. Notwithstanding any other provision Without limiting the generality of this AgreementSection 1.3 hereof, any Schedule or Exhibit hereto or any Transaction Document the term Excluded Liabilities shall include the following liabilities and obligations, as the same shall exist as of the Closing Date, to the contrary, extent such liabilities or obligations are not specifically included in the Buyer does not assume definition of Acquired Liabilities set forth in Section 1.3 above: (a) All liabilities and shall not be responsible to pay, perform or discharge (and obligations incurred by Seller in connection with the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates conduct of any kind or nature whatsoever business other than the Assumed Liabilities Business; (b) All liabilities and obligations arising out of, resulting from, or relating to any violation by Seller of any current or past statute, ordinance or governmental regulation; (c) Any liabilities to or in respect of any temporary or permanent employees or former employees of Seller for any period prior to the “Excluded Closing Date (collectively, the "Employee Liabilities”"), including, without limitation: any liability under or with respect to any employee benefit plans, the following: (a) programs or arrangements, whether or not written, at any Liability for Taxestime maintained, including any Taxes (i) relating contributed to the ownership, possessionby Seller or under which Seller may incur liability, or use any liability with respect to Seller's withdrawal or partial withdrawal from or termination of the Purchased Assets any such plan, program or the operation arrangement; any medical claims under any health insurance plan or program maintained by Seller; any claim of the Business at an unfair labor practice and any claim for unpaid wages, salaries, benefits or severance pay or under any state unemployment compensation law or regulation or under any federal or state employment discrimination, retaliatory discharge or harassment laws or regulations, that shall have been asserted on or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this AgreementDate, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness basis for any claim, liability, damages or penalty shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at have arisen on or prior to Closingthe Closing Date, whether or not such liabilities are described, listed or referred to on any Schedule or Exhibit hereto(all of the foregoing, collectively, "Employee Claims"); provided, however, that the liabilities described in Section 1.3(c) shall not be Excluded Liabilities; (d) any Liability arising from or related All liabilities and obligations for all litigation and claims under the Occupational Safety and Health Act of 1970, as amended, to any violation or noncompliance the extent they relate to the conduct of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (fe) Any liabilities in respect of injury to or death of any Seller Transaction Expensesperson or damage to or destruction of any property, except whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory, arising on or prior to the extent that Closing Date, whether or not such Seller Transaction Expenses liabilities are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically described, listed in Section 2.3or referred to on any Schedule or Exhibit hereto; (gf) any Liability All liabilities and obligations of Seller for Taxes relating to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent the sale of the Seller (including with respect Purchased Assets to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial Purchaser or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation conduct of the transactions contemplated hereby Business or the Seller’s termination ownership of the employment of any of its employees on or Purchased Assets prior to the Closing Date; (g) All liabilities and obligations of Seller directly or indirectly resulting from or arising out of Seller's entering into, performing its obligations pursuant to, or consummating the transactions contemplated by, this Agreement, including, without limitation, all legal and other professional fees incurred by Seller; (h) All liabilities and obligations relating to the Excluded Assets;. (i) any Liability All promissory notes, letters of credit, guaranties and other commitments of Seller; (j) All of Seller's liabilities relating to any Excluded AssetsExisting Environmental Claims and Environmental Conditions; (k) All product liability claims relating to products manufactured, whether arising assembled, distributed and sold prior to, on or after to the Closing Date; and (l) All lawsuits, claims, indemnities, mortgages, contingent liabilities and other obligations of Seller not expressly assumed by Purchaser pursuant to the express provisions of this Agreement.

Excluded Liabilities. Notwithstanding Except as specifically set forth in Section 2.3 and elsewhere in the Transaction Documents, Buyer shall not assume or in any other provision of this Agreementway be responsible for, any Schedule or Exhibit hereto or any Transaction Document to the contraryand Seller shall remain responsible for, the Buyer does not assume following debts, claims, commitments, liabilities and shall not be responsible to pay, perform or discharge (obligations of Seller and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities Business (the “Excluded Liabilities”), including, without limitation, the following:"EXCLUDED LIABILITIES"): (a) any Liability for Taxesall Tax liabilities, including any Taxes (i) relating to the ownershippenalties and interest, possession, or use in respect of the Purchased Assets or the operation of the Business at or periods prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsDate; (b) any Indebtedness, except all indebtedness for borrowed money relating to the extent that such Indebtedness is contemplated in deriving conduct of the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if Business for all periods prior to the same was specifically listed in Section 2.3Closing Date; (c) any Liability Liabilities arising directly out of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to ClosingExcluded Assets; (d) any Liability Environmental Liabilities relating to or arising from out of (1) the acts or omissions of Seller, (2) the acts or omissions of any person prior to the Closing Date related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Transferred Assets, or (3) the use, handling, storage, treatment or disposal of any Hazardous Materials related to Seller, the Business or the Transferred Assets prior to the Closing Date; (e) any Liability Inter-company payables and receivables between or among the Business and the balance of AAPC's business arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as conduct of the Closing Date or based upon any action, event, circumstance, omission or condition arising Business prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3Liabilities and obligations under Benefit Plans; (g) any Liability all trade payables and obligations incurred prior to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicableFiling Date; (h) any Liability all amounts owing to employees of Seller under any statethe Key Employee Retention Program, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined approved and described by the Bankruptcy Court Order in such applicable lawOrders dated June 11, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date2001 and June 12, 2002; (i) the Liabilities, if any, listed on SCHEDULE 2.4(i); and (j) any Liabilities relating to pending or threatened litigation, warranty claims (other than those included in the Assumed Liabilities), or bankruptcy and any Liability of Seller for costs and expenses incurred in connection with the Contemplated Transactions, including, without limitation, any broker's or finder's commission, fee or similar compensation; (k) any actual or alleged violation by Seller or any of its Affiliates of any Applicable Law; (l) any infringement or alleged infringement of the rights of any Person arising out of the use of any of the Transferred Intellectual Property in connection with the Business prior to the Effective Time; (m) except as reflected on Schedule 2.3(c), any workers compensation claims relating to the Business for any Excluded Assetsperiod prior to the Effective Time; and (n) except for items specifically included in the Assumed Liabilities, whether all Liabilities of Seller relating to or arising out of any act, event or omission occurring prior to, on or after to the Closing DateEffective Time.

Excluded Liabilities. Notwithstanding any other provision Except as expressly provided to the contrary herein, under no circumstance shall Lessee be obligated to pay or assume, and none of this Agreementthe Assets shall be or become liable for or subject to, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities liability of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”)Lessor, including, without limitation, the following:, whether fixed or contingent, recorded or unrecorded (collectively, the "Excluded Liabilities"): (a) indebtedness and other obligations or guarantees of Lessor of any Liability for Taxeskind or nature, including any Taxes (i) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller other than those specifically assumed by Lessee pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsAnnex A; (b) liabilities or obligations of Lessor in respect of periods prior to and including Closing arising under the terms of the Medicare, Medicaid, Blue Cross or other third party payor programs, and any Indebtedness, except liability arising pursuant to the extent that such Indebtedness is Medicare, Medicaid, Blue Cross or any other third party payor program as a result of the consummation of the transactions contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3herein, including, without limitation, recapture; (c) any Liability federal, state or local tax liabilities or obligations of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation Lessor in respect of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or periods prior to Closing; (d) any Liability arising from Closing or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result resulting from the consummation of the transactions contemplated hereby or herein, including, without limitation, any income tax, any franchise tax, any tax recapture, any sales and/or use tax, any indigent care tax, any state and local recording fees and taxes which may arise upon the Seller’s termination consummation of the employment transactions contemplated herein and any FICA, FUTA, workers' compensation taxes and any and all other taxes or amounts due and payable as a result of the exercise by any employees of Lessor (who are not hired by Lessee or who elect prior to or as of Closing not to become employees of Lessee subsequent to Closing) of such employees' rights to vacation, sick leave and holiday benefits accrued while in the employ of Lessor; (d) liability for any and all claims by or on behalf of Lessor's employees relating to periods prior to Closing, including, without limitation, liability for all employee benefits whether or not covered by the Employee Retirement Income Security Act of 1974, as amended, including without limitation, any pension, profit sharing, deferred compensation, or any other employee health and welfare benefit plans, liability for any EEOC claim, wage and hour claim, unemployment compensation claim or workers' compensation claim, and liability for all employee wages and benefits, including, without limitation, accrued vacation, sick leave, holiday pay, severance pay, and related taxes or other liability related thereto in respect Lessor's employees; (e) liability arising out of or in connection with any employee benefit plan or arrangement contributed to by Lessor or any affiliate of Lessor; (f) liabilities or obligations arising as a result of any breach by any Lessor at any time of its employees on any contract or commitment that is not assumed by Lessee; (g) liabilities or obligations arising out of any breach by Lessor prior to Closing of any Contract; (h) any obligation or liability attributable to periods prior to or as of Closing and asserted under the Closing Datefederal Hill-Burton program or other restricted grant and loan programs with respect to the ownership or operation of the Assets; (i) any Liability liability arising out of or in connection with claims for alleged acts or omissions relating to the ownership or operation of the Hospital or the Assets that occurred prior to Closing; (j) contracts and agreements between any Excluded AssetsLessor and one or more of Lessor's affiliates; (k) any debt, whether obligation, expense or liability of the Lessor arising prior toout of or incurred solely as a result of any transaction of Lessor occurring after Closing or for any violation by Lessor of any law, on regulation or after ordinance at any time; (l) liability arising out of the assignment at Closing Dateof any Contract, except for those Contracts for which the Lessor has obtained appropriate consents to the assignment or notified Lessee that required consents have not been obtained and Lessee has accepted the assignment; (m) any accounts payable attributable to legal and accounting fees and similar costs incurred by Lessor that are directly related to the sale of any of the assets of Lessor; (n) any other current payable that has not been historically accounted for by the Lessor as an "Account Payable", including any payable related to compensation or fringe benefits for Lessor's employees; (o) any Medicare "recapture" which may be payable by Lessor in connection with the transactions contemplated by the Lease and this Annex A; and (p) any consents or other documents required by any leasehold mortgagee providing financing to Lessee in connection with this transaction to be executed and delivered by Lessor.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume or agree to pay, satisfy, discharge or perform, and shall not be responsible deemed by virtue of the execution and delivery of this Agreement or any document delivered in connection with this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement or otherwise to have assumed, or to have agreed to pay, satisfy, discharge or perform any liabilities or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities obligations of the Seller or any of its Affiliates of any kind or nature whatsoever Employer other than the Assumed Liabilities (all such liabilities and obligations not assumed by Buyer referred to herein as the “Excluded Liabilities”). Without limiting the generality of the foregoing, including, without limitation, Buyer shall not assume any of the following: (a) any Liability for Taxesliability or obligation relating to, including any Taxes (i) relating to arising out of or incurred in connection with the ownershipExcluded Assets, possessionwhether before, on or use of after the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsClosing; (b) any Indebtedness, except if the Bellows Falls Option has been exercised and the transactions contemplated by the Bellows Falls Option Agreement have been consummated prior to the extent that such Indebtedness is contemplated Closing, any liability or obligation arising in deriving connection with the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if Bellows Falls Project (other than under the same was specifically listed in Section 2.3Bellows Falls Option Agreement and the Bellows Falls Agreements); (c) any Liability of the Seller arising from liability or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, obligation listed in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to ClosingSchedule 3.2(c); (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition accounts payable arising prior to the Closing Date; Date (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising invoiced prior to, on or after the Closing Date); (e) any liability or obligation to or with respect to any employee or former employee or to or with respect to an employee benefit plan, program, policy or arrangement, except to the extent assumed by Buyer pursuant to Section 10.3; (f) any liability or obligation arising from the performance prior to the Closing of the Assigned Contracts and the Leases relating to, arising out of or incurred in connection with any breach of contract, breach of warranty, tort, infringement or violation of Law or other similar event or occurrence prior to the Closing; (g) any Indebtedness of Seller or Employer; and (h) any liability or obligation (including any Environmental Costs and Liabilities) relating to, arising out of or incurred in connection with the operation of the Business or the ownership of the Transferred Assets prior to the Closing Date. For purposes of clarity, the foregoing is not intended to, and shall not, relieve Buyer of any of its liabilities or obligations hereunder or under any document delivered in connection with this Agreement.

Excluded Liabilities. Notwithstanding Except as expressly provided in Section 2.1.3, neither the Purchaser nor any other provision of this Agreement, the Designated Purchasers shall assume (or be deemed to have assumed) at the Closing any Schedule or Exhibit hereto or any Transaction Document to of the contrary, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the any Seller or any of its Affiliates of any kind or nature whatsoever other than Affiliates, including the Assumed Excluded Employee Liabilities (collectively, the “Excluded Liabilities”), includingand for the avoidance of doubt, without limitationany Liability identified as an Excluded Liability shall not be an Assumed Liability. Without limiting the foregoing, the followingExcluded Liabilities include: (a) any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, or use all Indebtedness of the Purchased Assets or the operation of the Business at or prior to the Closing Sellers and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assetstheir Affiliates; (b) any Indebtedness, except to all Liabilities arising out of the extent Contracts that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3are not Assigned Contracts; (c) any Liability of the Seller arising from or related to any breachother than as specifically set forth herein, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case all Liabilities to the extent such Liability is based upon any action, event, circumstance, omission arising out of or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable relating to the Seller, the Business Excluded Assets or the Purchased Assets; (e) operation by the Sellers of any Liability arising from or related to any Action against the Seller, business other than the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior tobefore, on or after the Closing Date; (d) other than as specifically set forth herein, any Liability relating to events or conditions occurring or existing in connection with, or arising out of, the Business of the Sellers prior to the Closing Date, or the ownership, possession, use, operation or sale or other disposition prior to the Closing Date of the Assets (or any other assets, properties, rights or interests associated, at any time prior to the Closing Date, with the Business of the Sellers) including any liability with respect to Cure Costs payable by the Sellers pursuant to Section 2.1.7; (e) other than as specifically set forth herein, litigation, including without limitation the matters set forth in Section 4.6 of the Sellers Disclosure Schedule, and related claims and Liabilities (including Environmental Liabilities and Claims) or any other claims against any Seller of any kind or nature whatsoever involving or relating to facts, events or circumstances arising or occurring prior to the Closing, no matter when raised (including Liability for breach, misfeasance or under any other theory relating to any Seller’s conduct, performance or non-performance); (f) other than as specifically set forth in Section 5.19, all guarantees of Third Party obligations by the Sellers and reimbursement obligations to guarantors of the Sellers’ obligations or under letters of credit; (g) all accounts payable and trade payables of the Sellers or their Affiliates, including, in each case, intercompany payables; (h) all fees or commissions of any brokers, funds or investment banks in connection with the transactions contemplated by this Agreement and the other Transaction Documents other than the EMEA Asset Sale Agreement or the documentation ancillary thereto based upon arrangements made by or on behalf of the Sellers or any of their Affiliates; it being understood, however, that the Purchaser shall not assume any similar fees in connection with the EMEA Asset Sale Agreement or the documentation ancillary thereto; (i) all Liabilities for, or related to any obligation for, any Tax that the Sellers are required to bear under Article VI; for the avoidance of doubt, the Parties intend that no Purchaser or Designated Purchaser shall have any transferee or successor liability for any Tax that the Sellers bear under Article VI; (j) all obligations to provide continuation coverage pursuant to COBRA or any similar Law to any Person who has been employed in the Acquired Business and who does not become a Transferred Employee; (k) except as provided in Section 2.1.3(h), all Liabilities or other obligations arising from the Seller Employee Plans; (l) any Liability of the Sellers or any ERISA Affiliate under Title IV of ERISA; (m) except as provided in Section 2.1.3(h), any pension or retirement Liability of the Sellers or any ERISA Affiliate; and (n) all Liabilities of the Sellers arising under this Agreement and the Ancillary Agreements; and (o) all Liabilities arising from the Amended and Restated Settlement Agreement (the “Settlement Agreement”) dated March 30, 2010 among NNC, NNL and their various Affiliates, Ernst & Young, Inc., the Former Employees Representative, S▇▇ ▇▇▇▇▇▇▇ (the “LTD Representative”), K▇▇▇▇▇ ▇▇▇▇▇▇ LLP (the “Representative Counsel”) and the CAW-Canada.

Excluded Liabilities. Notwithstanding any other provision of anything to the contrary contained in this Agreement, any Schedule or Exhibit the Schedules hereto or any Transaction Document to the contraryother Closing Document, the Buyer Purchaser does not and will not assume or agree to pay, satisfy, discharge or perform, and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities deemed by virtue of the Seller execution and delivery of this Agreement or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following: (a) any Liability for Taxes, including any Taxes (i) relating to the ownership, possessionClosing Document, or use as a result of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby by this Agreement, the Closing or the Seller’s termination otherwise to have assumed, or to have agreed to pay, satisfy, discharge or perform any of the employment Excluded Liabilities. The term “Excluded Liabilities,” as used herein, shall mean any and all liabilities, debts, claims, obligations, taxes, expenses or damages, whether known or unknown, contingent or absolute, named or unnamed, disputed or undisputed, legal or equitable, determined or indeterminable, or liquidated or unliquidated (any and all of the foregoing, “Liabilities”) that are not specifically Assumed Liabilities, including without limitation (i) any and all Excluded Employee Liabilities; (ii) any and all Excluded Taxes; (iii) any and all Liabilities of its employees on the Seller in respect of Excluded Contracts; (iv) other than the Payables, any and all Liabilities that may arise or have arisen in connection with either (A) products manufactured or sold by the Seller prior to the Closing, including warranty obligations and recalls or replacements requested or required by any competent Governmental Entity or otherwise deemed appropriate by mutual agreement of the Seller and the Purchaser or (B) Inventory manufactured prior to the Closing Date; but sold after the Closing; (iv) the excluded payables set forth on Schedule 3.2 (the “Excluded Payables”); (vi) any Liability Transaction Expenses and Liabilities of the Seller in respect of indebtedness (whether absolute, accrued, contingent, fixed or otherwise, whether due or to become due) of the Seller of any kind; (vii) any Liabilities arising from the termination of Contracts identified on Schedule 4.1(E)(5); (viii) any and all Liabilities related to the equity interests of Seller, or warrants, options or other similar rights to purchase equity interests of Seller; (ix) any and all Liabilities arising from or related to the ownership or operation of the Assets before the Closing (including, without limitation, relating to any Excluded Assetsinfringement or misappropriation of the Intellectual Property Rights of any Person, whether death, harm or injury to an individual, or violation of any Legal Requirement, in each case, to the extent arising prior to, on from or after related to the Closing Dateownership or operation of the Assets before the Closing); (x) any future litigation that arises from grievances between Seller and any third party; (xi) any and all Liabilities related to the BEACH Trial (as defined in Section 5.15); and (xii) any and all Liabilities of the Subsidiary.

Excluded Liabilities. Notwithstanding any other provision At the Closing, subject to Article IX of the Asset Purchase Agreement, neither the Company nor Buyer shall, by the execution and performance of this AgreementAgreement or otherwise, any Schedule assume, become responsible for or Exhibit hereto or any Transaction Document incur the following Liabilities of the Company (except to the contraryextent such Liabilities constitute ▇▇▇▇▇▇▇▇ Company Liabilities), which Seller shall assume at the Buyer does not assume Closing and shall not be responsible agree to pay, perform or and discharge when due (and the Seller shall retaincollectively, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following:): (a) Except as provided in Section 6.5, and except if taken into account in the calculation of the Actual True-Up Amount under the Asset Purchase Agreement, any Liability Liabilities of Seller or any Seller Companies for TaxesTaxes (i) for any Pre-Closing Period, whether or not assessed or currently due and payable, including any Taxes (i) relating to arising from the Business or the ownership, possession, operation or use of the Purchased Assets Landfill or the operation of the Business at Company’s other assets or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12arising from making a §338(h)(10) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsElection; (b) any Indebtedness, except Subject to the extent that such Indebtedness is contemplated terms of Section 6.5, any Liabilities of Seller for expenses incurred in deriving connection with the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if sale of the same was specifically listed in Section 2.3Shares pursuant to this Agreement; (c) Any inter-company payables between the Company and any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to ClosingCompany; (d) any Liability arising from All Liabilities for accounts payable and other current liabilities owed or related to any violation or noncompliance of the Seller accruing (as determined in accordance with any Law applicable GAAP) prior to the Seller, the Business or the Purchased AssetsClosing Date that do not constitute ▇▇▇▇▇▇▇▇ Company Liabilities; (e) Any Proceeding against any Liability arising from Seller Party or any subsidiary or Affiliate of any Seller Party (any such subsidiaries or Affiliates of Seller Parties are collectively referred to as the “Seller Companies”) related to any Action against the Seller, the Business, the Purchased Assets Business or the Assumed Liabilities pending as of the Closing Date ownership, operation or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment use of any of its employees the Company’s assets arising on or prior to the Closing DateDate (including any Proceeding set forth on Schedule 3.9 or Schedule 3.12 as of the date hereof and litigation which has been filed and with respect to which the Company or any Seller Company has received service of process as of the date hereof but excluding Proceedings relating to the ▇▇▇▇▇▇▇▇ Company Liabilities); (f) Subject to Section 6.4, any Encumbrances (other than Permitted Encumbrances) relating to the Business or the ▇▇▇▇▇▇▇▇ Company Assets; (g) Except for any Material ▇▇▇▇▇▇▇▇ Disposal Contracts and Assumed Severance and Retention Bonus Liabilities, any Liabilities arising from or related to (i) any Liability employee wages or other benefits due to or required to be contributed in respect of any employees, directors or consultants of the Company on or prior to the Closing Date or (ii) funding, contributions, benefits, payment obligations, fees or expenses, including “withdrawal liability,” arising from or relating to any Excluded AssetsBenefit Plans sponsored, made available, maintained, contributed to or required to be contributed to by any Seller Party or any Seller Company for the benefit of any current or former employee of any Seller Party or any Seller Company, it being expressly understood that, except for any Material ▇▇▇▇▇▇▇▇ Disposal Contracts and the Assumed Severance and Retention Bonus Liabilities, neither the Company nor Buyer are assuming any Benefit Plans of the Company or any other Seller Party; and (h) Subject to Section 1.5 (including without limitation Section 1.5(e)), any other Liabilities of any nature whatsoever, whether legal or equitable, or matured or contingent, arising prior toout of or in connection with or related to the Company, the Business, the ownership, lease, operation, performance or use of the Landfill and the Company’s other assets or the employment of or compensation or provision of benefits to employees of the Company on or after prior to the Closing DateDate that do not constitute ▇▇▇▇▇▇▇▇ Company Liabilities.

Excluded Liabilities. Notwithstanding It is expressly agreed that BFC and BFC Investments will retain and Buyer shall not assume, or in any other provision of this Agreementway be liable or responsible for, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller following liabilities of BFC or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities Business (the “"Excluded Liabilities”), including, without limitation, the following:"): -------------------- (a) any Liability for Taxes, including any Taxes (i) all obligations and liabilities principally arising out of or relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Excluded Assets; (b) any Indebtednessall debts, except liabilities or obligations of BFC and BFC Investments that do not arise out of or are not principally related to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Business; (c) any Liability all obligations and liabilities of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity BFC retained pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to ClosingSection 5.7 hereof; (d) any Liability arising from all trade payables, trade promotion or related pricing allowances (other than liabilities relating to any violation or noncompliance of the Seller with any Law applicable returns and coupons and sales incentives payable to brokers and Sun Hing, but including slotting allowances) and all liabilities for broker commissions earned based on sales prior to the SellerClosing Date, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending in each case which would be reflected as a liability on a balance sheet of BFC prepared in accordance with generally accepted accounting principles as of the Closing Date Date, provided, however, that with respect to any particular trade promotion or based upon any action-------- ------- pricing allowance, event, circumstance, omission such liability shall be an Excluded Liability only if BFC shall have shipped inventory to the applicable customer in connection with such trade promotion or condition arising pricing allowance prior to the Closing Date; (e) all liabilities relating to coupons "dropped" by BFC prior to the earlier of the Closing Date and January 1, 1998, but only to the extent such coupons are received by Buyer for redemption prior to June 30, 1998; (f) any Seller Transaction Expenses, except liability for credits or refunds due to customers resulting from any bona fide return of inventory prior to the extent 60th day following the Closing Date (or, in the case of returns of mincemeat or egg nog, June 30, 1998), provided, however, that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in amount of the liability which case such Seller Transaction Expenses is an Excluded -------- ------- Liability shall be limited to the amount in excess of inventory standard cost with respect to any such saleable inventory (x) with an Assumed Liability as if expiration date that is more than 90 days following the same was specifically listed date such inventory is returned (or, in Section 2.3the case of returns of mincemeat or egg nog, with an expiration date that is after December 31, 1998) and (y) which, when combined with Buyer's then existing inventory, does not constitute an amount of inventory in excess of the amount reasonably expected to be sold during the 12 month period following such return date; (g) any Liability all obligations and liabilities relating to indemnifysales incentives payable to brokers to the extent based on sales prior to January 1, reimburse or advance amounts 1998 and all obligation and liabilities relating to any present or former officersales volume incentives under BFC's arrangements with Sun Hing to the extent based on sales prior to January 1, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable1998; (h) any Liability under any state, provincial liability or local law with respect obligation of BFC owing to any “plant closing” stockholder, subsidiary or “mass layoff,” as those terms are defined in such applicable lawaffiliate thereof (other than any portfolio company of an investment fund organized by Kohlberg Kravis ▇▇▇▇▇▇▇ & Co., which may result from except ▇▇▇▇▇▇), other than liabilities or obligations for the consummation purchase of the transactions contemplated hereby inventory or the Seller’s termination of the employment of any of its employees on or prior to the Closing Dateraw materials; (i) any Liability liabilities related to (i) income Taxes of any of BFC or BFC Investments (ii) except to the extent provided under Sections 2.3 or 11.3, Taxes attributable to the transfer of the Assets pursuant to this Agreement, (iii) all other Taxes relating to any Excluded Assets, whether arising the Business and attributable to periods ending prior to, on or after to the Closing Date, (iv) all other Taxes not attributable to the Business and (v) Taxes of any other Person pursuant to an agreement or otherwise; and (j) any other obligations and liabilities for which BFC and BFC Investments have expressly assumed responsibility pursuant to this Agreement.

Excluded Liabilities. Notwithstanding any other provision of in this Agreement, any Schedule or Exhibit hereto Agreement or any Transaction Document other writing to the contrary, Buyer is assuming only the Buyer does Assumed Liabilities and is not assume and shall not be responsible to pay, perform assuming any other liability or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities obligation of the Seller or any predecessor owner of all or part of its Affiliates business and assets of any kind whatever nature whether presently in existence or nature whatsoever arising or asserted hereafter. All such other than liabilities and obligations shall be retained by and remain obligations and liabilities of Seller (all such liabilities and obligations not being assumed being herein referred to as the Assumed "EXCLUDED LIABILITIES"). Without limiting the foregoing, all of the following shall be Excluded Liabilities (for the “Excluded Liabilities”), including, without limitation, the followingpurposes of this Agreement: (a) all liabilities and any Liability for Taxes, including obligations under any Taxes Contracts arising (i) relating to the ownership, possession, on or use of the Purchased Assets or the operation of the Business at or prior to before the Closing and Date (ii) that which are not disclosed in Schedule 2.01 (a), or (iii) which are not properly assigned to Buyer and the obligation benefits of the Seller which have not been made available to Buyer pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets2.04; (b) any Indebtednessobligation or liability for any tax, except assessment or public charges of any type or nature whatsoever, due or payable to any Federal, state or local government or agency arising from or with respect to the extent Purchased Assets that such Indebtedness is incurred in or attributable to any tax period (or portion thereof) ending on or before the Closing Date, including any taxes payable as a result of the transactions contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3by this Agreement; (c) any Liability of the Seller and all liabilities and obligations arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contractagreements or understandings with consultants, in each case distributors, suppliers or customers and relating to products shipped on or before the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to ClosingClosing Date; (d) any Liability all liabilities and obligations resulting from product liability claims for damage or injury to persons or property arising from the ownership, possession or related to use of any violation product shipped by Seller on or noncompliance of the Seller with any Law applicable prior to the Seller, the Business or the Purchased AssetsClosing Date; (e) any Liability arising all liabilities and obligations resulting from or related product warranty claims with respect to any Action against the Seller, the Business, the Purchased Assets 's Software shipped by Seller on or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) all liabilities and obligations of Seller which may arise by reason of or with respect to this Agreement or any Seller Transaction Expensesof the transactions contemplated hereby (including, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3without limitation, all legal, accounting, brokerage, investment banking or finder's fees of Seller); (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent all liabilities and obligations arising out of the Seller (including employment, severance and termination liabilities with respect to any breach director, officer, employee or consultant under any contract or agreement which has been terminated on or prior to the Closing Date or which arise under any contract or agreement as a result of fiduciary obligations the transactions contemplated by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicablethis Agreement; (h) any Liability under any state, provincial all liabilities and obligations for infringement or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result misappropriation arising from the consummation use of the transactions contemplated hereby Intellectual Property by Seller or the Seller’s termination any customers of the employment of any of its employees Seller on or prior to the Closing Date;; and (i) any Liability and all other liabilities, obligations, claims or causes of action relating to the Product Lines or the Purchased Assets and resulting from or relating to any Excluded Assetsaction, whether arising prior tofailure to act, or facts and circumstances occurring or existing on or after prior to the Closing Dateother than the Assumed Liabilities.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the The Seller shall retain, payand shall be -------------------- responsible for paying, perform performing and discharging when due, and the Purchaser shall not assume or otherwise discharge without recourse to have any responsibility for, the Buyerfollowing liabilities (the "Excluded Liabilities"): -------------------- (i) any Liabilities all Taxes of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following: (a) any Liability for Taxes, including any Taxes (i) relating attributable to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) Assets for any Liability arising from period, or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment portion of any of its employees period, ending on or prior to the Closing Date; (iii) liabilities relating to the Excluded Assets; (iii) any Liability liability or obligation of Seller under this Agreement or on account of any of the transactions contemplated hereby, Exhibit 2.1 including, without limitation, any liability or obligation of Seller to attorneys, accountants, brokers, or others for services rendered or expenses incurred by or on behalf of Seller, and all other expenses associated with the transfer of the Purchased Assets; (iv) any wages, salary, severance, bonuses, commissions, vacation or holiday pay, post retirement medical benefits, fringe benefits, long-term disability benefits, life insurance benefits, deferred compensation, any duties, obligations or liabilities arising under any employee benefit plan, policy or practice, whether defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended and in effect ("ERISA") or otherwise, relating to the employees of the Business or other amounts due to any Excluded Assets, whether arising prior to, employees or former employees of the Business which accrue on or after prior to the Closing Date., except for the following which shall be Assumed Liabilities: (1) commissions payable to third party sales representatives; (2) quarterly bonuses payable to salesmen; and (3) accrued payroll as of the Closing Date; (v) any liabilities which would arise as either a result of a breach of any of Seller's representations and warranties hereunder, or a breach of any of Seller's covenants or agreements hereunder; (vi) any liabilities or obligations of Seller relating to the matters listed in Section 3.6 of the Disclosure Schedule; (vii) except as otherwise provided in Section 7.4, any tax (including, without limitation, any federal, state or local income, franchise, sales, transfer, recording, documentary or other tax) imposed upon or incurred by Seller arising out of or in connection with the negotiation and preparation of this Agreement and the consummation and performance of the transactions contemplated hereby; (viii) any liability or obligation of Seller relating to, resulting from, caused by, or arising out of the ownership, operations or control of the Business by Seller on or prior to the Closing Date, arising out of the following: (1) any accident or occurrence occurring on or prior to the Closing Date resulting in personal injury, sickness, death, property damage, property destruction or loss of use of property arising out of or resulting from the operation of the Business by Seller, (2) any breach of contract claim, wrongful termination claim, employment discrimination claim, any claim under applicable occupational safety and health, and workers' Exhibit 2.1 compensation claim or violation of any law or final order of any federal, state, judicial, quasi-judicial or governmental body, (3) any personal injury, sickness, death or property damage resulting from occurrences occurring on or prior to the Closing Date arising out of a defect or alleged defect of products manufactured or sold by Seller prior to the Closing Date including, without limitation, any such liabilities or obligations for defects or alleged defects in design or failure to warn, or (4) any product recall liabilities or warranty liabilities relating to products which were manufactured or sold by Seller prior to the Closing Date, or any shortage in goods delivered before the Closing Date or in transit at the time of the Closing; (5) any violation, liability, penalty, cost, damage, fine, order, judgment or obligation under Environmental Laws to the extent they arise out of acts or omissions occurring on or prior to the Closing Date, including, without limitation, the matters disclosed on Section 3.14 of the Disclosure Schedule; (6) any indebtedness for borrowed money; and (7) any other liabilities (whether contingent, actual or contractual), obligations, claims, or commitments, disclosed or undisclosed, of the Seller which are not expressly disclosed to and assumed by Purchaser pursuant to Section 2.2 (a). Exhibit 2.1

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document anything contained herein to the contrary, the Buyer does shall not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller following liabilities or any obligations of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities Sellers (collectively, the “Excluded Liabilities”), including, without limitation, the following:): (a) any Liability for Taxes, including any Taxes (i) liabilities or obligations arising out of or relating to the ownership, possession, any Seller’s ownership or use of the Purchased Assets or the operation of the Business at or and the Purchased Assets prior to the Closing and (ii) that are other than the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsLiabilities; (b) any Indebtedness, except liabilities or obligations to the extent that such Indebtedness is contemplated in deriving relating to or arising out of the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Excluded Assets; (c) any Liability of the Seller arising from liabilities or related obligations for (i) Taxes relating to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending for any Pre-Closing Tax Period, including any income taxes, and (ii) any other Taxes of Sellers or any equity holders or Affiliates of any Seller (other than Taxes allocated to Buyer under Section 6.12 or Section 6.13) for any taxable period; (d) except as specifically provided in Section 6.3, any liabilities or obligations of the Closing Date a Seller relating to or based upon arising out of (i) termination of employment of any action, event, circumstance, omission Employee at or condition arising prior to the Closing DateClosing, (ii) workers’ compensation claims of any Employee which relate to events occurring prior to the Closing, (iii) all discretionary Rentech Management Incentive Bonuses for 2016, which were accrued in the amount of $185,967, and for 2017, which were accrued through October 31, 2017 in the amount of $176,209 and which has been projected to be approximately $211,451 for all of calendar year 2017, and all Christmas Bonuses for 2017, which were accrued through October 31, 2017 in the amount of approximately $65,950, or (iv) the payment of any other bonus payable to any Employee upon the Closing; (e) any costs or expenses of a Seller arising or incurred in connection with the negotiation, preparation, investigation or 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; (f) any Seller Transaction Expensesintercompany accounts payable between a Seller, except to on the extent that such Seller Transaction Expenses are contemplated in deriving one hand, and Rentech or an Affiliate of Rentech (other than a Seller), on the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3;other hand; and (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent liabilities and obligations of a Seller set forth on Section 2.4(g) of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing DateDisclosure Schedules.

Excluded Liabilities. Notwithstanding any other provision of It is expressly understood and agreed that, notwithstanding anything to the contrary in this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and Assumed Liabilities shall not be responsible to payinclude the following (collectively, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”), including, without limitation, the following:): (a) any Liability for Taxes, including any Taxes (i) relating to the ownership, possessionAll obligations and liabilities assumed by, or use of which are otherwise the Purchased Assets or the operation of the Business at or prior responsibility of, any Asset Seller pursuant to the Closing this Agreement in accordance with Articles VIII and IX; (ii) that are the obligation All liabilities and obligations of the any Asset Seller pursuant to Section 6.23 of for costs and expenses incurred in connection with this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer Agreement or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination by this Agreement; (iii) All liabilities and obligations to make payments to employees of the employment Business pursuant to retention agreements, change of any control agreements and/or bonus agreements, each relating specifically to the consummation of its employees on or the transaction contemplated by this Agreement entered into prior to the Closing Datebetween PKI or one of its Subsidiaries and such employees; (iiv) All liabilities and obligations related to employees of the business divested pursuant to the Xenon Transaction employed by any Liability relating to any Excluded AssetsAsset Seller or Business Subsidiary, whether arising or not such liabilities and obligations arise prior to, on on, or following the Closing Date, including any liability or obligation arising (A) from the termination of such employees or (B) relating to the coverage of such employees under any Business Benefit Plan; (v) All liabilities and obligations in connection with (A) Indebtedness (other than capitalized leases with aggregate payment obligations following the Closing Date not exceeding $200,000), (B) purchase money debt and (C) earnouts, including the earnout pursuant to the Stock Purchase Agreement, dated January 16, 2009, whereby PKI Sensors agreed to purchase Opto Technology, Inc; and (vi) All liabilities and obligations of Asset Sellers not related to the Business (including any liabilities and obligations related to the business divested pursuant to the Xenon Transaction, including all liabilities and obligations of PKI under the Master Purchase and Sale Agreement, dated May 14, 2010, by and between PKI and Xenon Technologies (Cayman) Limited (“Xenon Parent”), dated June 30, 2010, (the “Xenon Sale Agreement”), the Common Know-How Agreement, by and between PKI and Xenon, dated June 30, 2010, and the Transition Services Agreement by and between PKI and Xenon Parent, dated June 30, 2010 (the “Xenon Transition Services Agreement”), and liabilities of PKI Subsidiaries under the local transfer agreements pursuant to the Xenon Sale Agreement, other than liabilities and obligations arising after the Closing DateDate under the lease agreement between Xenon Technologies (Germany) GmbH (as tenant) and PKI Germany Opto (as landlord) dated June 30, 2010, regarding premises at ▇▇▇▇▇▇-▇▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇, ▇-▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, the Common Know-How Agreement and the Xenon Transition Services Agreement.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the The Assumed Liabilities shall exclude and Buyer does shall not assume and shall not or be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) liable for any Liabilities of the Seller or any following liabilities, contracts, commitments and other obligations of its Affiliates the Sellers as the same shall exist at the Closing Date (all of any kind or nature whatsoever other than which liabilities, contracts, commitments and obligations are hereinafter referred to as the Assumed Liabilities (the “"Excluded Liabilities”), including, without limitation, the following:"): (a) any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, or use obligations and liabilities of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of Sellers arising under this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtednessobligations of Sellers or the Transferred Subsidiaries for expenses incurred in connection with the sale of the Assets pursuant hereto or other transactions contemplated hereby, except to including without limitation, the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3fees and expenses of counsel, investment advisors and independent auditors; (c) any Liability liabilities or obligations of Sellers or a Transferred Subsidiary to Mark ▇▇ ▇▇ any of its subsidiaries or affiliates, except as may be provided in any transition services agreement necessary to implement the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation provisions of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closingthis Agreement; (d) any Liability arising from liability or related to any violation or noncompliance obligation of the Seller with any Law applicable to the Seller, the Business Sellers or the Purchased AssetsTransferred Subsidiaries for borrowed money or any notes, bonds, indentures, mortgages or other contracts or agreements representing or evidencing such indebtedness or any guarantees thereof; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as liability of the Closing Date Sellers not otherwise assumed by the Buyer pursuant to Section 1.03 hereof arising out of any actions, inactions, transactions by Sellers or based upon any action, event, circumstance, omission or condition arising prior to events occurring after the Closing Date; (f) any Seller Transaction Expensesliability arising out of the litigation or potential litigation described in Schedule 4.15, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in defense or prosecution of which case such Seller Transaction Expenses and all liability for damages, costs, fines and remedies related thereto shall be an Assumed Liability as if at the same was specifically listed in Section 2.3sole cost and liability of the Sellers; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary all governmental liabilities and obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or arising prior to the Closing Date; Date related to, associated with or arising out of the Sellers' or the Transferred Subsidiaries' ownership, operation, use or control of their respective assets and properties, whether arising under Environmental Laws or common law principles, including, but not limited to, any action by any governmental authority or any third party which seeks to impose or recover costs relating to the discharge, disposal, release, threatened release or escape of any Regulated Materials at, on or from (i) any Liability relating to real property now or previously owned or operated by Sellers or the Transferred Subsidiaries, including surface water, soil and groundwater thereon, thereunder or adjacent thereto; or (ii) any Excluded Assets, whether arising prior to, on or after the Closing Date.real property at which Regulated Materials (as defined in Section 4.19) generated by operations

Excluded Liabilities. Notwithstanding Specifically, and without in any other provision way limiting the generality of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrarySection 1.6(a), the Buyer does Assumed Liabilities will not assume include, and shall not be responsible in no event will the PRGX Parties assume, agree to pay, perform discharge or discharge (and the Seller shall retainsatisfy, pay, perform any liability or obligation under this Agreement or otherwise discharge without recourse to the Buyer) have any Liabilities responsibility for, any liability or obligation of the Seller SDS or any DD&C (together with all other liabilities of its Affiliates of any kind SDS or nature whatsoever other than the DD&C that are not Assumed Liabilities (Liabilities, the “Excluded Liabilities”), ): (a) relating to any liability or obligation (including, without limitation, the following: (aaccounts payable) owed to any Liability for Taxes, including Shareholder or any Taxes (i) relating to the ownership, possession, or use Affiliate of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsCompany; (b) for Taxes with respect to (i) any Indebtednessperiod (or portion thereof) ending on or before the Closing Date or (ii) any of the transactions contemplated under this Agreement, except that such Taxes shall be deemed to be Excluded Liabilities only to the extent and in the amount that such Indebtedness is contemplated in deriving Taxes exceed the Purchase Price in which case amount, if any, reserved for such Indebtedness shall be an Assumed Liability as if Taxes on the same was specifically listed in Section 2.3face of the Final Working Capital Schedule; (c) for any Liability of the Seller arising from indebtedness with respect to borrowed money and notes payable, including any interest or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closingpenalties accrued thereon; (d) any Liability arising relating to, resulting from or related to any violation arising out of (i) claims made in pending or noncompliance future suits, actions, investigations, or other legal, governmental or administrative proceedings or (ii) claims based on violations of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending law as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees effect on or prior to the Closing Date, breach of contract, employment practices, or environmental, health and safety matters or any other actual or alleged action or failure of any such Company to perform any obligation, in each case arising out of or relating to events which shall have occurred, or the operation of the Target Business, prior to the Closing; (ie) pertaining to any Liability service or warranty liability with respect to services provided or products sold by any such Company prior to the Closing Date (other than to the extent such services or products accrue and relate to the operations of the SDS Business subsequent to the Closing Date); (f) pertaining to any Excluded Asset; and (g) relating to, resulting from or arising out of any former operations of any such Company that have been discontinued or disposed of prior to the Closing Date. Such Excluded Liabilities shall include all claims, actions, litigation and proceedings relating to any Excluded Assets, whether arising prior to, on or after all of the Closing Dateforegoing and all costs and expenses in connection therewith.

Excluded Liabilities. Notwithstanding The Shareholder assumes the following liabilities of the Company and/or any other provision Company Subsidiary (collectively, the "Assumed Liabilities), which Assumed Liabilities shall, on or before the Closing Date, be transferred to the Shareholder: (a) The payable due to M▇▇▇▇▇ ▇▇▇▇▇ (Methuen, Massachusetts) as of this Agreementthe 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 Schedule or Exhibit hereto or any Transaction Document to the contraryCompany Subsidiary, the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates 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 kind or nature whatsoever source other than the Assumed Liabilities Shareholder's Barre, Vermont plant); (d) Any and all obligations owed to P▇▇▇▇ ▇. ▇▇▇▇▇▇ of Barre, Vermont by the “Excluded Liabilities”)Shareholder, Company or any Company Subsidiary as of the Closing Date or triggered by the Closing, including, without limitation, any obligations arising under that certain agreement between the following: (a) any Liability for TaxesCompany and P▇▇▇▇ ▇. ▇▇▇▇▇▇ dated February 15, including any Taxes (i) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; 2006; (e) any Liability Any and all obligations or liabilities of whatever nature (other than warranty claims which will be addressed in accordance with Section 1.5(c) above) arising from or from, related to or connected in any Action against way with the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as Company's former operating divisions named "C▇▇▇▇ Memorials of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing DateGeorgia" and "Uras Monument Company of New Jersey"; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing Date.

Excluded Liabilities. Notwithstanding any other provision of in this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, Purchaser is assuming only the Buyer does Assumed Liabilities and is not assume assuming, and shall not be responsible deemed to payhave assumed, perform any other Liabilities of Seller of whatever nature (whether arising prior to, at the time of, or discharge (subsequent to Closing), whether absolute, accrued, contingent or otherwise, whether due or to become due and the whether or not known or unknown or currently existing or hereafter arising or matured or unmatured, direct or indirect, and Seller shall retainbe solely and exclusively liable for any and all such Liabilities, payincluding those Liabilities, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities, related to, arising out of or in connection with the operation of the Business or the Purchased Assets (including the use and ownership thereof) at any time prior to the Closing Date, and including those Liabilities set forth below (collectively, the “Excluded Liabilities”), including, without limitation, the following:): (a) any Liability for Taxesall Liabilities arising out of, related to or otherwise in respect of the Purchased Assets or the Business arising prior to the Closing other than the Assumed Liabilities, including all Liabilities arising under the accounts payable that are owed to the parties set forth on Schedule 1.4(a); (b) all Liabilities of Seller related to or otherwise arising, whether before, on or after the Closing, out of, or in connection with, any Taxes of the Excluded Assets; (c) any and all Liabilities for Indebtedness with respect to borrowed money and any intercompany Indebtedness among Seller and any of its Subsidiaries; (d) all guarantees of third party obligations, all guarantees of obligations of any Affiliates of Seller, and reimbursement obligations to guarantors of Seller’s obligations or under letters of credit; (e) any and all Liabilities for (i) relating Taxes of Seller arising in or related to the ownership, possessionany taxable period, or use portion thereof, ending on or before the Closing Date, (ii) any Taxes arising in connection with the consummation of the transactions contemplated by this Agreement, (iii) Taxes imposed on any Person that are the responsibility of Seller pursuant to Section 11.1(b), (iv) Taxes arising from or attributable to the Purchased Assets or the operation of the Business for any taxable period, or portion thereof, ending on or before the Closing Date, and (v) Taxes arising from or in connection with an Excluded Asset and, other than as set forth in Section 1.3, any Taxes of Seller arising on or after the Closing Date; (f) any and all Liabilities of Seller resulting from any failure to comply with applicable “bulk sale”, “bulk transfer” or similar Law; (g) any and all Liabilities of Seller in respect of Contracts that are not Assigned Contracts, including the Contracts set forth on Schedule 1.4(g); (h) all Cure Costs not included in, and in excess of, the Assumed AP under Section 1.3; (i) all Liabilities (excluding those set forth on Schedule 1.3(c)) related to (i) any current or former employees, officers, directors, independent contractors or other service providers of Seller or any of its Affiliates (except for Liabilities pertaining to Transferred Employees and incurred after the Closing with respect to Transferred Employees solely in their capacity as employees of Purchaser or an Affiliate thereof), (ii) any Action brought by any Transferred Employee in connection with any act taken by Seller or any of its Affiliates at or prior to the Closing, (iii) the employment or termination of any Transferred Employee at or prior to the Closing and (ii) that are the obligation or as a result of the Seller pursuant to Section 6.23 of transactions contemplated by this Agreement, provided however that (iv) any change in control, retention, success bonuses or similar obligations payable by Seller and its Affiliates to any Transferred Employee as a result of the transactions contemplated by this subparagraph shall expire twelve Agreement and (12v) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsSeller Plan; (bj) any Indebtedness, drafts or checks outstanding at the Closing (except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3or related to an Assigned Contract); (ck) all Liabilities under any futures contracts, options on futures, swap agreements or forward sale agreements; (l) all Liabilities for fees, costs and expenses that have been incurred or that are incurred or owed by Seller in connection with this Agreement or the administration of the Bankruptcy Cases (including all fees and expenses of professionals engaged by Seller) and administrative expenses and priority claims accrued through the Closing Date and post-closing administrative wind-down expenses of the bankrupt estates pursuant to the Bankruptcy Code (which such amounts shall be paid by Seller) and all costs and expenses incurred in connection with (i) the negotiation, execution and consummation of the transactions contemplated under this Agreement and each of the other documents delivered in connection herewith, (ii) the preparation and submission of any filing or notice required to be made or given in connection with any of the transactions contemplated by this Agreement, and the obtaining of any consent required to be obtained in connection with any of such transactions, (iii) the negotiation, execution and consummation of the DIP Financing Agreement and (iv) the consummation of the transactions contemplated by this Agreement, including any retention bonuses, “success” fees, change of control payments and any other payment obligations of Seller payable as a result of the consummation of the transactions contemplated by this Agreement and the documents delivered in connection herewith; (m) any non-Ordinary Course of Business Liability of Seller arising in the Bankruptcy Cases; (n) all Liabilities related to the WARN Act, to the extent applicable, for any action resulting from Employees’ separation of employment prior to or on the Closing Date; (o) all Liabilities of Seller to its equity holders respecting dividends, distributions in liquidation, redemptions of interests, option payments or otherwise, and any liability of Seller pursuant to any Affiliate Agreement; (p) all Liabilities arising out of or related to any business or property formerly owned or operated by Seller, any Affiliate or predecessor thereof, but not presently owned and operated by Seller; (q) all Liabilities related to Claims, commercial disputes, actions, suits, arbitrations, litigation matters, proceedings or investigations (in each case whether involving private parties, authorities, or otherwise) involving, against, or affecting any Purchased Asset, the Business, Seller (other than those involving, against or affecting any Transferred Employees arising after the Closing) or assets or properties of Seller, whether commenced, filed, initiated, or threatened before or after the Closing and whether related to facts, events, or circumstances arising or occurring before or after the Closing, including the matters set forth on Schedule 1.4(q); (r) all obligations of Seller arising and to be performed prior to the Closing Date arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (es) all Environmental Liabilities and Obligations; (t) all Liabilities of Seller or its predecessors arising out of any Liability arising from contract, agreement, Permit, franchise or related claim that is not transferred to any Action against the Seller, the Business, Purchaser as part of the Purchased Assets or, is not transferred to Purchaser because of any failure to obtain any third-party or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Dategovernmental consent required for such transfer; (fu) all Liabilities of Seller related to or arising under any corporate restructuring process, including (i) any Seller Transaction Expensesadvisor fees, including financial advisor fees, consultant fees, legal fees and accounting fees and (ii) any other commitment that is not directly related to servicing or supporting customer accounts; (v) all Liabilities and payment obligations related to or arising under any information technology assets owned or licensed to Seller, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an assumed by Purchaser as Purchased Assets or Assumed Liability as if the same was specifically listed in Section 2.3;Liabilities; and (gw) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent Liabilities of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior related to the Closing Date; (i) any Liability relating operations of or otherwise related to any Excluded Assets, whether arising prior to, on or after the Closing Datebusiness of Ciber-CMC Joint Venture Corporation.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume The Selling Parties and shall not be responsible to pay, perform or discharge (and the Seller their Affiliates shall retain, payand shall be responsible for paying, perform performing and discharging when due, and Purchaser shall not assume or otherwise discharge without recourse to have any responsibility for, the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities following liabilities and obligations (collectively, the “Excluded Liabilities”), including, without limitation, the following:): (a) any Liability for Taxes, including any Taxes (i) relating all liabilities and obligations of the Selling Parties to the ownership, possession, or use of the Purchased Assets or the operation of extent unrelated to the Business at (including all liabilities arising from or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Excluded Assets); (b) all outstanding accounts payable and accrued expenses not yet invoiced that will become accounts payable once invoiced of the Selling Parties, including any Indebtednessaccounts payable of the Business related to goods received, except services rendered or employee or contractor compensation or similar expenses, in each case, arising prior to the extent that such Indebtedness is contemplated in deriving Closing Date (collectively, the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3“Accounts Payable”); (c) the costs of defending the Genesis DOJ Matter, and any Liability resulting fines or penalties associated therewith, to the extent such defense costs, fines or penalties relate to the sale of the Seller applicable products by the Selling Parties or their Affiliates prior to Closing and all damages and other liabilities arising from with respect to or related to any breachrecall of the Recalled Containers, failure provided that any Product recalls conducted after the Closing will be Assumed Liabilities governed by Section 7.13; (d) the costs of defending the VA Contracts DOJ Matter, and all damages and other liabilities arising with respect to perform, tort or related to the performance ofactivities subject of VA Contracts DOJ Matter, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any actioncosts, event, circumstance, omission damages or condition which first occurred at liabilities relate to the sale of the applicable products by the Selling Parties or their Affiliates prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related subject to any Action against the SellerARTICLE 8, the Businessall liabilities relating to all Employee Benefit Plans and other employee compensation and benefit plans, the Purchased Assets or the Assumed Liabilities pending as agreements, arrangements, programs and policies of the Closing Date or based upon any actionSeller and its Affiliates, event, circumstance, omission or condition arising prior to the Closing Dateincluding all Seller Benefit Plans; (f) any Seller Transaction Expensesliability for income Taxes of the Selling Parties or Affiliates of the Selling Parties (whether direct or as a result of successor liability, transferee liability, joint and several liability or contractual liability), and, except as expressly provided in Section 10.2(b) of this Agreement, any liability for any other Taxes of the Selling Parties or any Affiliates of the Selling Parties (whether direct or as a result of successor liability, transferee liability, joint and several liability or contractual liability), in each case, arising as a result of the Selling Parties or their Affiliates’ operation of the Business or their ownership of the Purchased Assets prior to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3;Closing; and (g) all damages, obligations and other liabilities, including any Liability joint or several liability pursuant to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent Section 75 of the Seller German Tax Code (including Abgabenordnung) or similar statutory provisions under applicable laws, with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant Taxes relating to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees Tax periods ending on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after before the Closing Date.

Excluded Liabilities. Notwithstanding any other provision of anything else to the contrary contained in this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer parties expressly agree that ViaSource does not assume and shall not be responsible to payor otherwise become liable for, perform or discharge (and the Seller Companies and/or the Shareholders shall retainremain unconditionally liable for the following obligations and liabilities of the Companies or the Shareholders (collectively, paythe "Excluded Liabilities"): (a) any liability or obligation, perform absolute or otherwise discharge without recourse contingent, known or unknown, not expressly set forth on Schedule 1.6; (b) any and all professional fees and expenses incurred by the Companies or the Shareholders related to the Buyertransactions contemplated by this Agreement; (c) any Liabilities of the Seller Taxes or liabilities therefor imposed on either Company or any of its Affiliates the Shareholders with respect to taxable years or periods ending on, prior to or following the date hereof or with respect to or, except as provided in Section 11.3 hereof, in connection with the consummation of the transactions contemplated in this Agreement; (d) except as set forth on Schedule 1.6, any kind liability, obligation, claim, cost, damage and expense with respect to employees of either Company (whether arising before, on or nature whatsoever other than after the Assumed Liabilities (date hereof) relating to, arising out of, or in connection with their employment by either Company at any time on or before the “Excluded Liabilities”)date hereof, including, without limitation, the following: (a) all rights and benefits under any Liability for Taxescontract, including any Taxes (i) relating to the ownershipdocument, possession, policy or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller understanding with any Law applicable such employee, all pension, death benefit, retirement, medical, retiree, insurance, vacation, workers' compensation and other liabilities and obligations with respect to the Seller, the Business or the Purchased Assetssuch employee; (e) any Liability arising all claims for severance, other employee benefits or other moneys or damages (including, without limitation, claims under the Worker Adjustment and Retraining Notification Act of 1988) from or related to on behalf of any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date employees of either Company who are employed by either Company at any time on or based upon any action, event, circumstance, omission or condition arising prior to the Closing Datedate hereof (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, including, without limitation, those which are based upon or arise out of the execution and delivery of this Agreement or any of the transactions contemplated hereby (whether or not such employees are hired by ViaSource); (f) any Seller Transaction Expensesand all expenses, except costs, damages, liabilities, or obligations (including, without limitation, fees and expenses of counsel) incurred in connection with any breach of contract, breach of warranty, tort, violation of law, action, suit, or other legal or administrative proceeding or governmental investigation arising as a result of events occurring or facts or circumstances arising or existing on or prior to the extent that such Seller Transaction Expenses are contemplated date hereof (whether or not in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if ordinary course of business, and whether filed or made before, on or after the same was specifically listed in Section 2.3;date hereof); and (g) any Liability liability or obligation resulting from either Company's failure to indemnify, reimburse provide satisfactory services or advance amounts products prior to any present or former officer, member, manager, director, employee or agent of the Seller (including Closing with respect to any breach each obligation set forth on Schedule 3.22 hereto, subject to the provisions of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law 5.2 with respect to any “plant closing” the warranties set forth on Schedule 3.35 or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability warranties relating to any Excluded Assets, whether arising prior to, on services rendered in the amount of $200.00 or after the Closing Dateless.

Excluded Liabilities. Notwithstanding any other provision Except for the Assumed Liabilities, Transferee shall not assume by virtue of this Agreement, any Schedule or Exhibit hereto the Assignment and Assumption Agreement or any Transaction Document to other Ancillary Agreement, or the contrarytransactions contemplated hereby or thereby, the Buyer does not assume or otherwise, and shall not be responsible to payhave no liability for, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of Transferor (the Seller or "Excluded Liabilities"), including any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded following Liabilities”), including, without limitation, the following: (a) any Liability for TaxesLiabilities of Transferor in respect of any Excluded Assets or other assets of Transferor that are not Transferred Assets, including any Taxes (i) relating except to the extent caused by the acts or omissions of Transferee or Transferee's ownership, possessionlease, maintenance or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Transferred Assets; (b) any Indebtedness, except Liabilities in respect of Taxes attributable to the extent that such Indebtedness is contemplated in deriving Transferred Assets for taxable periods ending before the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Closing Date; (c) any Liability Liabilities of the Seller Transferor (i) arising from the breach or related to any breachdefault by Transferor, failure to perform, tort related prior to the performance ofClosing Date, violation of Law, infringement or indemnity pursuant to any Assigned Transferred Contract, Transferred Permit or Transferred Intellectual Property or (ii) in each case to the extent such Liability is based upon respect of any actionother contract, eventagreement, circumstancepersonal property lease, omission permit, license or condition which first occurred at other arrangement or prior to Closinginstrument entered into by Transferor; (d) subject to Section 3.03, any Liability arising from payment obligations of Transferor or related to any violation its Affiliates (other than Transferee) for goods delivered or noncompliance of the Seller with any Law applicable services rendered prior to the Seller, the Business or the Purchased AssetsClosing Date; (e) any Liability arising fines and penalties imposed by any Governmental Authority resulting from any act or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising by Transferor that occurred prior to the Closing Date; (f) any Seller Transaction Expenses, except income Taxes attributable to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3income received by Transferor; (g) any Liability to indemnifyof Transferor arising as a result of its execution and delivery of this Agreement or any Ancillary Agreement, reimburse the performance of its obligations hereunder or advance amounts to any present thereunder, or former officer, member, manager, director, employee or agent the consummation by Transferor of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicabletransactions contemplated hereby or thereby; (h) any Liability under of Transferor based on Transferor's acts or omissions after the Closing; and (i) any stateand all Environmental Liabilities and Tort Liabilities accruing, provincial arising, existing or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or occurring prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing Date.

Excluded Liabilities. Notwithstanding any other provision of anything to the contrary contained in this Agreement, any Schedule or Exhibit the Schedules hereto or any Transaction Document to the contraryother Closing Document, the Buyer Purchaser does not and will not assume or agree to pay, satisfy, discharge or perform, and shall not be responsible deemed by virtue of the execution and delivery of this Agreement or any other Closing Document, or as a result of the consummation of the transactions contemplated by this Agreement, the Closing or otherwise to have assumed, or to have agreed to pay, satisfy, discharge or perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the Excluded Liabilities. The term “Excluded Liabilities,” as used herein, shall mean any and all liabilities, debts, claims, obligations, taxes, expenses or damages, whether known or unknown, contingent or absolute, named or unnamed, disputed or undisputed, legal or equitable, determined or indeterminable, or liquidated or unliquidated (any and all of the foregoing, “Liabilities”)) that are not specifically Assumed Liabilities, including without limitation (i) any and all Liabilities relating to employee benefits or compensation arrangements existing as of the end of the day on the Closing, including, without limitation, any Liabilities under the following: (a) Seller’s employee benefit agreements, plans or other arrangements or any Liability for Taxespayroll, including any Taxes (i) relating to the ownershipbonus, possession, severance or use of the Purchased Assets or the operation of the Business at or prior to the Closing and wages owed; (ii) that are the obligation any and all Liabilities of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve for Taxes; (12iii) months from other than the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer Payables and warranty obligations or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contractobligations under service contracts, in each case to the extent such Liability is based upon and only to the extent specifically assumed by the Purchaser under Section 3.1, any actionand all Liabilities that are associated with or may arise or have arisen in connection with Products manufactured, event, circumstance, omission distributed or condition which first occurred at or sold by the Seller prior to the Closing; ; (div) any Liability arising from warranty obligations with respect to Products manufactured, distributed or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising sold prior to the Closing Date; (f) any Seller Transaction Expenses, except but only to the extent that Bridgemedica, LLC or another supplier of the Products does not directly pay for or bear the costs associated with the fulfillment of such warranty obligations or does not reimburse the Purchaser in full for such costs within 60 days of Purchaser’s request for payment (provided that if Purchaser subsequently is compensated by Bridgemedica for such warranty obligations it shall promptly reimburse Seller Transaction Expenses are contemplated in deriving to the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; extent thereof); (gv) any Liability to indemnifyand all Liabilities arising between the Seller and any distributors of any of the Products; (vi) the lease (the “Lease”) of the premises at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, reimburse ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Premises”); (vii) any and all brokers fees, commissions or advance amounts bonuses payable to any present third party in connection with the entry into this Agreement or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby hereby; and (viii) any and all Liabilities owing to any current or former employee(s) of the Seller or any current or former member(s) or manager(s) of the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing Date.

Excluded Liabilities. Notwithstanding any other provision In furtherance of this Agreementthe agreement set out in Section 2.3 and for the avoidance of doubt, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does shall not assume and shall not or be responsible obligated to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities liability or obligation of the Seller Seller, direct or any of its Affiliates of any kind indirect, known or nature whatsoever other than the Assumed Liabilities unknown, absolute or contingent, (all such liabilities and obligations not being assumed being herein called the “Excluded Liabilities”), including, ) including without limitation, the following: (a) Real Property Withholding Tax and any Liability liabilities in respect of Taxes for Taxes, including any Taxes (i) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the which Seller is liable pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets8.2; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3intercompany payables and other liabilities or obligations of Seller or any of its Affiliates; (c) any Liability of the other liabilities that Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closingexpressly assumes under this Agreement; (d) any Liability arising from or related costs and expenses incurred by Seller incident to any violation or noncompliance its negotiation and preparation of the Seller with any Law applicable to the Seller, the Business or the Purchased Assetsthis Agreement; (e) any Liability arising from liabilities or related to obligations in respect of any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing DateExcluded Assets; (f) any Seller Transaction Expenses, except to liabilities in respect of the extent that such Seller Transaction Expenses are contemplated claims or proceedings described in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3Schedule 5.19; (g) any Liability to indemnifyliabilities and obligations related to, reimburse associated with or advance amounts to any present arising out of (i) the occupancy, operation, use or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment control of any of its employees the Tangible Property on or prior to the Closing Date or (ii) the operation of the Business on or prior to the Closing Date, including without limitation in each case incurred or imposed by any Environmental Law (including, without limitation, any Release of any Contaminant on, at or from (1) the Tangible Property, including, without limitation, all facilities, improvements, structures and equipment thereon, surface water thereon or adjacent thereto and soil or groundwater thereunder, or any conditions whatsoever on, under or in the vicinity of such real property) or (2) any real property or facility owned by a third Person to which Contaminants generated by the Business were sent prior to the Closing Date); (h) any product liability or claims for injury to person or property, regardless of when made or asserted, relating to products manufactured, distributed or sold by Seller or services performed by Seller on or prior to the Closing Date; or (i) any Liability relating to any Excluded Assets, whether arising prior to, recalls on or after the Closing Date mandated by any Governmental Body of the products manufactured, distributed or sold by Seller on or prior to the Closing Date.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does shall not assume and shall not be liable or responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) for any Liabilities of the following liabilities or obligations of either Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including, without limitation, the followingsubject to Section 8.9: (a) Obligations or liabilities of the Business or the Railway existing or resulting from any Liability for Taxesaction, including any Taxes omission, condition or circumstance existing on or prior to, although they may not be discovered until after, the Closing Date with respect to (i) relating to the ownershipany treatment, possession, storage, disposition, transport, handling or use release of the Purchased Assets or the operation of the Business at or any Hazardous Substance prior to the Closing and Date which would give rise to an obligation or liability; (ii) that are any exposure of any employee, contractor, advisor or other person to any Hazardous Substance in connection with the Business, the Railway or the Real Property which would give rise to an obligation or liability; (iii) any contamination of any of the Seller pursuant Real Property with any Hazardous Substance in connection with the Business, the Railway or the Real Property and that is in violation of any Environmental, Health and Safety Requirement; (iv) any legal or contractual obligation to Section 6.23 investigate, mitigate, remediate or clean-up any Hazardous Substance, whether known or unknown, contingent or otherwise; or (v) any pre-closing disposal of this Agreement, provided however any waste that this subparagraph shall expire twelve (12) months from after the Closing such that Date becomes subject to liability under any Liability for Taxes Environmental, Health and Safety Requirement (collectively “Environmental Liabilities”);provided, however, Environmental Liabilities shall become an Assumed Liability as if not include any obligations or liabilities resulting from: (i) the same was specifically listed in Section 2.3. In passive migration of Hazardous Substances to the event of Liability for Taxes becomes known by Real Property after the Buyer or SellerClosing if, and only if, the Parties immediately provide notice Hazardous Substances were not spilled, released, discarded, disposed or dumped by Seller or a third party acting on behalf of or at the direction of Seller and the Hazardous Substances first and only migrated to the other Party. These liabilities specifically excluded Real Property after the Closing; (ii) the post-Closing disposal of any tax Hazardous Substance that prior to Closing had been properly containerized, characterized, labeled, stored and otherwise handled and maintained in compliance with Environmental, Health, and Safety Requirements; or (iii) an obligation or liability related of the Business or the Railway to remediate any Hazardous Substance or change or modify any practice, procedure, or facility regarding the purchase treatment, possession, storage, disposition, transport, handling or release of any Hazardous Substance, if, absent a change in an Environmental, Health and sale of these AssetsSafety Requirement after the Closing Date, remediation or change or modification to any practice, procedure, or facility would not have been necessary; (b) Obligations or liabilities under any Indebtedness, except to the extent that such Indebtedness is contemplated contract included in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets that arise due to a breach or default on the Assumed Liabilities pending as part of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any either Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (c) Obligations or liabilities arising out of or based on any violation, on or prior to the Closing Date, of any statute, law, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which either Seller is subject; (d) Obligations or liabilities related to the Excluded Assets; (e) Obligations or liabilities for Taxes assessed on the income of the Business or the Railway or the existence of any Seller and any other Tax to the extent not reflected in the Working Capital Amount as of the Closing Date; (f) Obligations or liabilities related to any matter disclosed in Section 5.17 of the Disclosure Schedule; (g) Obligations or liabilities related to any failure to maintain, fund or administer any Employee Benefit Plan in accordance with its terms and applicable laws and regulations; (h) Obligations or liabilities related to any bonus, deferred compensation plan, incentive compensation plan or similar Employee Benefit Plan related to periods on or prior to the Closing Date, except to the extent accrued on the Most Recent Financial Statements; and (i) any Liability relating Obligations or liabilities related to any Excluded AssetsDebt on the part of either Seller; (j) Obligations or liabilities of the Business or the Railway existing or resulting from any action, whether arising omission, condition or circumstance existing on or prior to, on or after although they may not be discovered until after, the Closing DateDate and that are outside of the Ordinary Course of Business as to which either Seller has knowledge, including those set forth on Section 2.4(j) of the Disclosure Schedule. This subsection is not intended to address Environmental Liabilities, which are addressed under Section 2.4 (a) above.

Excluded Liabilities. Notwithstanding any other provision of in this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, Purchaser is assuming only the Buyer does Assumed Liabilities and is not assume assuming, and shall not be responsible deemed to payhave assumed, perform any other Liabilities of any Seller of whatever nature (whether arising prior to, at the time of, or discharge (subsequent to Closing), whether absolute, accrued, contingent or otherwise, whether due or to become due and whether or not assets, and whether or not known or unknown or currently existing or hereafter arising or matured or unmatured, direct or indirect, and the Seller Sellers shall retainbe solely and exclusively liable for any and all such Liabilities, payincluding those relating to, perform arising out of or otherwise discharge without recourse in connection with the operation of the Business or the Purchased Assets (including the use and ownership thereof) at any time prior to the Buyer) any Closing Date, and including, without limitation, those Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities set forth below (collectively, the “Excluded Liabilities”), including, without limitation, the following:): (a) all Liabilities of the Sellers relating to or otherwise arising, whether before, on or after the Closing, out of, or in connection with, any Liability of the Excluded Assets; (b) any and all Liabilities for TaxesIndebtedness with respect to borrowed money and any intercompany Indebtedness among the Sellers; (c) all guarantees of third party obligations and reimbursement obligations to guarantors of Sellers’ obligations or under letters of credit; (d) except as provided in Section 1.3(h), any and all (i) Liabilities of the Sellers for any Taxes (including any Taxes owed by Sellers and arising in connection with the consummation of the transactions contemplated by this Agreement), (iii) relating any Taxes imposed on any Person that are the responsibility of the Sellers pursuant to the ownershipSection 11.1, possession, or use of (iii) Taxes attributable to the Purchased Assets or the operation of the Business for any Pre-Closing Tax Period and (iv) any Taxes arising from or in connection with an Excluded Asset; (e) any and all Liabilities of the Sellers in respect of Contracts that are not Assigned Contracts; (f) except for any employment Contract that is an Assumed Contract, all Liabilities with respect to compensation, severance or benefits of any nature owed to any current or former employee, officer, director, member, partner or independent contractor of any Seller or any ERISA Affiliate (or any beneficiary or dependent of any such individual), whether or not employed by Purchaser or any of its Affiliates after the Closing, that (A) arises out of or relates to the employment, service provider or other relationship between any Seller or ERISA Affiliate and any such individual, including the termination of such relationship, (B) arises out of or relates to any Benefit Plan or (C) arises out of or relates to events or conditions occurring on or before the Closing Date; (g) draft or checks outstanding at the Closing (except to the extent an Assumed Liability or relating to an Assumed Contract); (h) all Liabilities under any futures contracts, options on futures, swap agreements or forward sale agreements; (i) all Liabilities for fees, costs and expenses that have been incurred or that are incurred or owed by Sellers in connection with this Agreement or the administration of the Bankruptcy Cases (including all fees and expenses of professionals engaged by Sellers) and administrative expenses and priority claims accrued through the Closing Date and specified post-closing administrative wind-down expenses of the bankrupt estates pursuant to the Bankruptcy Code (which such amounts shall be paid by the Sellers from the proceeds collected in connection with the Excluded Assets) and all costs and expenses incurred in connection with (i) the negotiation, execution and consummation of the transactions contemplated under this Agreement and each of the other documents delivered in connection herewith, (ii) the preparation and submission of any filing or notice required to be made or given in connection with any of the transactions contemplated by this Agreement, and the obtaining of any consent required to be obtained in connection with any of such transactions; (iii) the negotiation, execution and consummation of the DIP Financings, and (iv) the consummation of the transactions contemplated by this Agreement, including any retention bonuses, “success” fees, change of control payments and any other payment obligations of Sellers payable as a result of the consummation of the transactions contemplated by this Agreement and the documents delivered in connection herewith; (j) all Liabilities related to the WARN Act, to the extent applicable, with respect to Employees, and for any action resulting from Employees’ separation of employment prior to or on the Closing Date; (k) all Liabilities with respect to severance, compensation or benefits of any nature owed by Sellers to any current or former employee, consultant or independent contractor or any beneficiary or dependent thereof, whether or not any such individual enters into employment or other service with Purchaser after Closing that (i) arises out of or relates to the employment or service-provider relationship between the Sellers or any ERISA Affiliate and any such individuals, including the termination of such relationship, (ii) arises out of or relates to any Benefit Plan or (iii) arises out of or relates to events or conditions occurring on or before the Closing Date; (l) all Liabilities of any Seller to its equity holders respecting dividends, distributions in liquidation, redemptions of interests, option payments or otherwise, and any liability of any Seller pursuant to any Affiliate Agreement; (m) all Liabilities arising out of or relating to any business or property formerly owned or operated by any Seller, any Affiliate or predecessor thereof, but not presently owned and operated by the Sellers; (n) all Liabilities relating to claims, actions, suits, arbitrations, litigation matters, proceedings or investigations (in each case whether involving private parties, Authorities, or otherwise) involving, against, or affecting any Purchased Asset, the Business, any Seller, or any assets or properties of any Seller, whether commenced, filed, initiated, or threatened before or after the Closing and whether relating to facts, events, or circumstances arising or occurring before or after the Closing; (o) all obligations of the Sellers arising and to be performed prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller Date arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (ep) all Environmental Liabilities and Obligations; (q) all Liabilities of any Liability Seller or their predecessors arising from out of any contract, agreement, Permit, franchise or related claim that is not transferred to any Action against the Seller, the Business, Purchaser as part of the Purchased Assets or, is not transferred to Purchaser because of any failure to obtain any third-party or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date;governmental consent required for such transfer; and (fr) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such partyall Liabilities set forth on Schedule 1.4(r), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing Date.

Excluded Liabilities. Notwithstanding any other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to the contrary, the Buyer does not assume and Purchaser shall not assume, be responsible obligated to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to or in any other manner be liable or responsible for, and Sellers shall retain, any Liabilities other than the BuyerAssumed Liabilities, including (a) any Liabilities of the any Seller or any of its Affiliates Non-Debtor of any kind or nature whatsoever other than the Assumed Liabilities (the “Excluded Liabilities”)whatsoever, includingwhether absolute, without limitationaccrued, the following: (a) any Liability for Taxescontingent or otherwise, including any Taxes (i) relating liquidated or unliquidated, due or to the ownershipbecome due, possessionknown or unknown, currently existing or use of the Purchased Assets hereafter arising, matured or the operation of the Business at unmatured, direct or prior to the Closing indirect, and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreementhowever arising, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of whether existing on the Closing Date or based upon any action, event, circumstance, omission arising thereafter relating to or condition arising prior to the Closing Date; out of (f1) any Seller Transaction ExpensesPlan, except to the extent that whenever such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; Liabilities arise; (g2) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees Transferred Employees that arose on or prior to the Closing Date; , or, in the case of Inactive Employees who subsequently become Transferred Employees, that arose on or prior to the date that employee begins employment with Purchaser; and (i3) any Liability relating current or former employee or service provider of Sellers or the Non-Debtors who are not Transferred Employees, whenever such Liabilities arise; (b) all Cure Costs other than the Assumed Cure Costs (the “Excluded Cure Costs”); (c) all fees, costs and expenses (including fees, costs and expenses of Advisors) incurred in connection with the negotiation of this Agreement and the other Transaction Agreements, the performance of this Agreement and the other Transaction Agreements and the consummation of the Transactions; (d) all fees, costs and expenses (including fees, costs and expenses of Advisors) incurred in connection with the bankruptcy proceedings and the wind up and dissolution of Sellers or the Non-Debtors; and (e) any other Action against any Seller or Non-Debtor or Liabilities of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise, liquidated or unliquidated, due or to become due, known or unknown, currently existing or hereafter arising, matured or unmatured, direct or indirect, and however arising, whether existing on the Closing Date or arising thereafter as a result of any act, omission, condition or circumstances taking place prior to the Closing, or arising with respect to any real property formerly owned, operated or leased by any Seller or any Non-Debtor (all Liabilities that are not Assumed Liabilities being referred to collectively herein as the “Excluded Assets, whether arising prior to, on or after the Closing DateLiabilities”).

Excluded Liabilities. Notwithstanding The Purchaser shall not assume any Liabilities other provision than the Assumed Liabilities (such Liabilities not so assumed, collectively, the “Excluded Liabilities”). The Seller shall retain the Excluded Liabilities, which shall include: (a) Liabilities to the extent arising out of this Agreementor related to any Excluded Assets; (b) Any Liabilities relating to Taxes that are not Assumed Liabilities, including any Retained Tax Liabilities; (c) Liabilities (i) for the exposure to or Release of perfluoroalkyl and polyfluoroalkyl substances (collectively, “PFAS”) to the extent occurring prior to Closing, including on-site and off-site migration of such PFAS, and the associated cost of any sampling for PFAS required by a Governmental or Regulatory Authority and (ii) resulting from Seller’s disposal of PFAS-containing waste generated from Seller’s removal of unused PFAS-containing firefighting foam product pursuant to Section 4.21, including, without limitation, any Schedule PFAS-containing waste generated from flushing such product from existing systems; (d) Fines or Exhibit hereto penalties issued by a Governmental or Regulatory Authority for (i) violations of Environmental Laws by the Seller or its Affiliates prior to Closing for which a Notice of Violation or a Notice of Enforcement has been or is issued by a Governmental or Regulatory Authority or (ii) violations of Environmental Laws which have been disclosed by the Seller to a Governmental or Regulatory Authority prior to Closing; (e) all Liabilities arising from, related to or that are attributable to the employment, independent contractor or consulting relationship between any Person and the Seller, or cessation of any such relationship, including any wages, salary, severance or termination costs, bonuses, commissions, overtime pay, retention pay, vacation or holiday pay, employee benefit plans, Liabilities under the Seller Employee Benefit Plans, unfunded or underfunded Liabilities pursuant to any pension, retirement or nonqualified deferred compensation or arrangement, contributions (other than an employee contribution) required to be made by the Seller or any Transaction Document of its Affiliates under any Employee Benefits Plan that contains a cash or deferred arrangement intended to qualify under Section 401(k) of the Code for any periods prior to the contrary, the Buyer does Closing that have not assume and shall not be responsible been remitted to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse such plan prior to the BuyerClosing or other compensation or benefits or other Liabilities (including withholding and social security taxes, worker’s compensation, and unemployment compensation) any Liabilities relating to the current or former employees or other service providers of the Seller or any of its Affiliates of any kind or nature whatsoever other than (including the Assumed Liabilities (the “Excluded Liabilities”Business Employees), including, without limitation, the following: (a) any Liability for Taxes, including any Taxes and other amounts payable with respect to such Persons that (i) relating solely with respect to the ownershipany Transferred Employees, possession, accrue or use of the Purchased Assets are due or the operation of the Business at earned on or prior to before the Closing Date or as a result of or in connection with the transactions contemplated hereby and (ii) that are the obligation with respect to all current or former employees or other service providers of the Seller pursuant to or any of its Affiliates who do not become Transferred Employees in accordance with Section 6.23 of this Agreement4.3(a), provided however that this subparagraph shall expire twelve (12) months from the Closing such that accrue or are due or earned at any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer time, whether before, on or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to after the Closing Date; (f) any Seller Transaction Expensestrade accounts payables relating to the Business or the Purchased Assets, except but in all cases, only to the extent that such payables directly arise out of, or are attributable or allocable to, products or services provided to the Seller Transaction Expenses are contemplated in deriving prior to the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if Closing (the same was specifically listed in Section 2.3;“Pre-Closing Payables”); and (g) any Liability to indemnify, reimburse Liabilities arising out of or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior related to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, matters set forth on or after the Closing DateSchedule 1.4(g).

Excluded Liabilities. Notwithstanding anything to the contrary contained in this Agreement or in any other provision Transaction Document, and regardless of whether such liability is disclosed in this Agreement, in any Transaction Documents or on any Schedule or Exhibit hereto or any Transaction Document thereto, the Company shall only be responsible for the following liabilities and obligations: (a) those which arose prior to the contraryClosing Date and represent normal and current trade payables incurred by the Company in connection with the operation of the Business in the ordinary course of business, consistent with past custom and practice (and which are not delinquent), and are specifically set forth on Schedule 1.4(a) (“Accounts Payable”); (b) the other accrued liabilities of the Company which have been incurred in the ordinary course of business, consistent with past custom and practice and which are specifically set forth on Schedule 1.4(b) (“Accrued Liabilities”); (c) the Company’s external (non delinquent) bank debt and underlying Liens in the amount of One Million Eight Hundred Twenty-Seven Thousand Three Hundred Four Dollars ($1,837,304) as of April 30, 2007, provided that such debt is consistent with the amount set forth above (the “Bank Debt”); and (d) those first arising after the Closing Date under any Assumed Contract (except for any liability or obligation arising from any breach or failure to perform under any of the foregoing prior to the Closing Date) (collectively, the Buyer does not assume “Permitted Liabilities”). From and after the Closing Date and except for the Permitted Liabilities, the Company shall not be responsible to payhave no responsibility or liability for any other debts, perform liabilities or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities obligations of the Seller Business, the Company, the Members or any of its their respective Affiliates of any kind or nature whatsoever other than whatsoever, arising out of, relating to, resulting from, or caused by any transaction, status, event, condition, occurrence or situation relating to, arising out of or in connection with the Assumed Liabilities Business, the Assets, the Company or the Members existing, arising or occurring on or prior to the Closing Date, including, without limitation, any liabilities or obligations relating to or arising from the Excluded Assets (the “Excluded Liabilities”), including, without limitation, the following: (a) any Liability for Taxes, including any Taxes (i) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing Date.

Excluded Liabilities. Notwithstanding (1) Excluded from the liabilities to be assumed by Signal hereunder (collectively the "Excluded Liabilities") are all debts, claims, obligations, contracts, purchase orders, sale orders, commitments, and liabilities of any other provision of this Agreementkind, character or description whether accrued, absolute, or contingent (whether known or unknown): a. listed on Schedule B; b. that arise prior to March 31, 2001, provided that if any Schedule claim involves product shipped or Exhibit hereto or any Transaction Document services performed ( a "Warranty Claim"), then only i) to the contraryextent that such Warranty Claim relates to product shipped or services performed, in each case in their entirety, prior to February 17, 2000; ii) which Warranty Claims are based solely upon any action or inaction taken or not taken by LogiMetrics; iii) where the cost ("Direct Factory Cost" as defined below) to repair hardware (i.e., the Buyer does not assume and shall not be responsible to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse approximate cost of economical repair) subject to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities Warranty Claim (the “Excluded Liabilities”)"hardware") in question exceeds seventy percent (70%) the replacement cost of a new item; or c. relating to any environmental claim with respect to any real estate owned and/or leased by LogiMetrics prior to February 17, 2000, ERISA (as defined herein) or other employee-related (including, without limitation, the following: (ahiring, termination and retirement) any Liability for Taxesmatters, including any or claims relating to Taxes (i) relating to the ownership, possession, or use of the Purchased Assets or the operation of the Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contractdefined herein), in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or arising out of the operation of the TWTA Business prior to Closing;February 17, 2000. (d2) Direct Factory Cost shall be defined as the direct and indirect costs of repairing the hardware subject to the Warranty Claim, excluding Selling, General and Administrative Expense, and Profit (as defined herein). (3) Selling, General, and Administrative Expense and Profit shall be defined in accordance with Generally Accepted Accounting Principles consistently applied and in accordance with Signal's past practices. (4) For the purposes of Paragraph B(1) of Section II, a claim shall be deemed to arise upon the receipt by either LogiMetrics or Signal of a written notification by a third party asserting a claim. (5) For the purposes of Paragraph B(1)(c) of Section II: a. Excluded Liabilities include any Liability arising from severance or related like payments owing to any violation or noncompliance employees of the Seller with any Law applicable to the Seller, the TWTA Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising whose employment LogiMetrics terminated either prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing Date.February 17, 2000;

Excluded Liabilities. Notwithstanding any It is expressly understood and agreed that, other provision of this Agreement, any Schedule or Exhibit hereto or any Transaction Document to than the contraryAssumed Liabilities, the Buyer does not assume and shall not assume, nor shall it be responsible to payliable for, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), includingand the Seller hereby acknowledges that it is retaining, without limitationand is and shall be liable for, the followingExcluded Liabilities. Excluded Liabilities means: (a) any Liability for Taxesall Liabilities arising out of or relating to Legal Proceedings, regardless of when such Legal Proceeding was commenced or made, and irrespective of the legal theory asserted (including product liability claims, including claims alleging defects in the Product and claims involving the death of or injury to any Taxes (i) individual relating to the ownershipProduct), possessionto the extent arising from the development, commercialization, manufacturing, packaging, importing, marketing, distribution or sale of the Product or the use of the Acquired Assets, in each case, by or on behalf of the Seller or its Affiliates prior to the Closing, including all Legal Proceedings relating to the alleged infringement or misappropriation by the Seller of any third party intellectual property rights for the development, commercialization, manufacture, packaging, import, marketing, distribution, sale or use of the Purchased Assets Product before the Closing (provided, that for the avoidance of doubt, this Section 2.4(a) does not include Liabilities from such Legal Proceedings arising from Buyer’s or the its Affiliates’ operation of the Product Business at or prior to use of the Acquired Assets from and after the Closing and (ii) that Date regardless of whether such Liabilities are the obligation based on allegations of the Seller pursuant to Section 6.23 design or development of this Agreementthe Product or Acquired Assets before the Closing, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an all of which are Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these AssetsLiabilities); (b) all Liabilities arising out of or relating to any IndebtednessAssumed Commercial Contract, except to the extent that such Indebtedness is contemplated in deriving relating to the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if period of time prior to the same was specifically listed in Section 2.3Closing, [***]; (c) all Liabilities related to any Liability invoices, bills, accounts payable or other payables due and owed to any third party arising prior to the Closing out of or in connection with developing, commercializing, manufacturing (or having manufactured), packaging, importing, exploiting, marketing, distributing or selling the Products by or on behalf of the Seller arising from or related to any breach, failure to perform, tort related its Affiliates prior to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to ClosingClosing [***]; (d) any Liability for (i) expenses, fees or Taxes incident to or arising from out of the negotiation, preparation, approval or related to any violation authorization of this Agreement or noncompliance the consummation (or preparation for the consummation) of the transactions contemplated hereby (including all attorneys’ and accountants’ fees and transfer Taxes) [***], (ii) Taxes of the Seller with (or any Law applicable stockholder or Affiliate of the Seller) relating to the SellerProduct, the Product Business or the Purchased AssetsAcquired Assets which are attributable to any Pre-Closing Tax Period, or (iii) other Taxes of the Seller (or any stockholder or Affiliate of the Seller) of any kind that becomes a Liability of the Buyer under any doctrine of de facto merger or transferee or successor liability (clauses (i)-(iii) collectively, “Seller’s Taxes”); (e) any Liability arising from or related with respect to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as employee of the Closing Date Seller or based upon any action, event, circumstance, omission Affiliate or condition arising independent contractor personnel of the Seller or its Affiliates to the extent services from such independent contractor personnel were provided prior to the Closing DateClosing; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3;[***] (g) any Liability to indemnify, reimburse or advance amounts to in respect of any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable;Excluded Assets; and (h) except as otherwise set forth in this Agreement or any Ancillary Document, any other Liability under any stateto the extent arising out of or relating to the ownership, provincial operation, development, commercialization, manufacture, packaging, import, marketing, distribution or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation sale of the transactions contemplated hereby Product or the Seller’s termination Product Business or the use of the employment of any of its employees on or Acquired Assets prior to the Closing Date; Date (iprovided, that for the avoidance of doubt, this Section 2.4(h) any Liability relating to any Excluded Assets, whether does not include Liabilities arising prior to, on from Buyer’s or its Affiliate’s operation of the Product Business or use of the Acquired Assets from and after the Closing DateDate regardless of whether such Liabilities are based on allegations of the design or development of the Product or Acquired Assets before the Closing, all of which are Assumed Liabilities).

Excluded Liabilities. Notwithstanding any other provision of this Agreement(a) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, any Schedule or Exhibit hereto or any Transaction Document to BUYER DOES NOT ASSUME AND SHALL NOT BE LIABLE FOR ANY OF THE DEBTS, OBLIGATIONS OR LIABILITIES OF SELLER, DIALYSIS BUSINESS OR ANY AFFILIATE OF SELLER, WHENEVER ARISING AND OF WHATEVER TYPE OR NATURE. In particular, but without limiting the contraryforegoing, the Buyer does shall not assume assume, and shall not be responsible deemed by anything contained in this Agreement (other than to paythe extent expressly provided in Section 1.3 Assumed Liabilities) to have assumed and shall not be liable for any debts, perform obligations or discharge (and liabilities of Seller, any Affiliate of Seller or the Seller shall retainDialysis Business whether known or unknown, paycontingent, perform absolute or otherwise discharge without recourse to the Buyer) any Liabilities of the Seller and whether or any of its Affiliates of any kind not they would be included or nature whatsoever other than the Assumed Liabilities disclosed in financial statements prepared in accordance with GAAP (the “Excluded Liabilities”), including, without limitation. Without limitation of the foregoing, the following: (a) any Liability for TaxesExcluded Liabilities shall include debts, including any Taxes liabilities and obligations: (i) relating under any real estate lease or any contract or agreement to which Seller is a party or by which Seller or the Dialysis Business is bound that has not been listed as an Assigned Dialysis Contract on Schedule 4.20 hereof or any Personal Property Lease by which Seller or the Dialysis Business is bound that has not been listed as an Assigned Personal Property Lease on Schedule 4.8 hereof; (ii) with respect to any Assigned Dialysis Contract or Assigned Personal Property Lease, arising from the period prior to the ownershipClosing Date; (iii) arising out of any collective bargaining agreement to which Seller is a party; (iv) for, possessionunder or in connection with any Employee Benefit Plan; (v) for any obligation for Taxes; (vi) for any liability for local or state sales, use or use transfer tax and taxes that may be imposed upon the sale or assignment of the Purchased Acquired Assets pursuant to this Agreement and the Assignment and Assumption and ▇▇▇▇ of Sale, regardless of when such obligations may become known and due; (vii) for any damages or injuries to persons or property or for any tort or strict liability arising from events, actions or inactions in the Dialysis Business or the operation of the Dialysis Business at or prior to the Closing and (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreement, provided however that this subparagraph shall expire twelve (12) months from the Closing such that any Liability for Taxes shall become an Assumed Liability as if the same was specifically listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assets; (b) any Indebtedness, except to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (c) any Liability of the Seller arising from or related to any breach, failure to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closing; (d) any Liability arising from or related to any violation or noncompliance of the Seller with any Law applicable to the Seller, the Business or the Purchased Assets; (e) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; ; (fviii) arising out of any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including litigation arising with respect to any breach of fiduciary obligations by any such party), except for indemnification of such parties pursuant to Section 7.22, if applicable; (h) any Liability under any state, provincial or local law with respect to any “plant closing” or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation of the transactions contemplated hereby or the Seller’s termination of the employment of any of its employees on or period prior to the Closing Date;, whether or not threatened or pending on or before the Closing Date; (ix) incurred by Seller or by the Dialysis Business for borrowed money; (x) for any accounts payable of Seller or any Affiliate of Seller; and (xi) for amounts due or that may become due to Medicare, Medicaid or any other health care reimbursement or payment intermediary, or other third party payor on account of Medicare cost report adjustments or other payment adjustments attributable to any period prior to the Closing Date, or any other form of Medicare or other health care reimbursement recapture, adjustment or overpayment whatsoever, including fines and penalties, with respect to any period prior to the Closing Date. The intent and objective of Buyer and Seller is that, except for liabilities explicitly assumed by Buyer hereunder, Buyer does not assume, and no transferee liability shall attach to Buyer pertaining to, any of the Excluded Liabilities. (ib) Buyer is not a party to, and shall not assume or be a successor under in any Liability relating to any Excluded Assetsform or manner, whether arising prior to, on or after the Closing Date, any Labor Contracts or other oral or written agreement, including but not limited to any work rules, past practices, memoranda of understanding or letters of understanding, between Seller and any labor union, all of which shall be deemed Excluded Liabilities. Buyer specifically disclaims and Seller shall be solely responsible for any outstanding liabilities and obligations (including, but not limited to, any pension or welfare plan contribution or funding obligations, any contribution history of Seller, and any withdrawal liability with respect to any multiemployer plan as defined in Section 3(37) of ERISA or any other benefit liability) associated with any Labor Contract.

Excluded Liabilities. Notwithstanding any other provision of in this Agreement, any Schedule or Exhibit hereto or any Transaction Document Agreement to the contrary, except for the Assumed Liabilities, Buyer does shall not assume and shall not or be responsible obligated to pay, perform or discharge (and the Seller shall retain, pay, perform or otherwise discharge without recourse to the Buyer) any other Liabilities of Parent, Queensgate, Mullaghan, Beverage, or the Seller ESOP. From and after the Closing, Parent, Queensgate, Mullaghan, Beverage, or the ESOP, as applicable, shall remain liable for and shall pay, perform and discharge when due all of such Party’s, or any of its Affiliates of any kind or nature whatsoever other than their Affiliates’, Liabilities that are not specifically included in the Assumed Liabilities (the “Excluded Liabilities”), including, without limitationbut not limited to, the following: (ai) any Liability for Taxesall Liabilities of Parent, Queensgate, Mullaghan or Beverage under or related to the Excluded Assets, including all Liabilities of Parent, Queensgate, Mullaghan or Beverage under or related to Excluded Contracts; (ii) all Liabilities of Parent, Queensgate, Mullaghan or Beverage arising from the breach or default (or any act or omission by Parent, Queensgate, Mullaghan or Beverage which, with or without notice or lapse of time or both, would constitute a breach or default) prior to the Closing of any term, covenant or provision of any Contract; (iii) all Liabilities of Parent, Queensgate, Mullaghan or Beverage related to the current portion of long-term debt, cash overdrafts and the fair value of derivatives; (iv) all Liabilities for Taxes with respect to the Business or Acquired Assets for all periods prior to the Effective Time; (iv) all Liabilities of Parent, Queensgate, Mullaghan or Beverage now existing or which may hereafter exist by reason of any violation or alleged violation of any Laws, including but not limited to any Laws with respect to the termination of employment or period of service of any employee or independent contractor employed or retained by Parent, Queensgate, Mullaghan or Beverage, or any of their Affiliates, before or at the time of the Closing, or by an employee or independent contractor of Parent, Queensgate, Mullaghan or Beverage in which Parent, Queensgate, Mullaghan or Beverage is alleged to be responsible for the acts or omissions of any such Person, relating to the ownership, possessionuse or operation of the Acquired Assets or the Business prior to the Closing; (vi) all Liabilities of Parent, Queensgate, Mullaghan or Beverage arising out of or relating to any Proceeding against Parent, Queensgate, Mullaghan or Beverage or any of their employees or agents to the extent resulting from any acts or omissions which occurred prior to the Closing; (vii) to the extent not included in the calculation of Net Working Capital, all Liabilities arising out of or related to any Employee Plan, including, but not limited to, the establishment, maintenance, operation and termination of the ESOP, or use relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee equity incentive or profit sharing plans, health care plans or benefits, or any other employee plans or benefits of any kind for Parent’s, Queensgate’s, Mullaghan’s or Beverage’s employees or former employees or both, or for the Purchased Assets Bondholders or any current or former participant or beneficiary in the ESOP; (viii) all Liabilities in respect of any litigation, or any Proceeding arising out of, relating to or otherwise in respect of (i) the operation of the Business at to the extent such litigation or claim related to the operation of the Business on or prior to the Closing and Closing, or (ii) that are the obligation of the Seller pursuant to Section 6.23 of this Agreementany Excluded Assets, provided however that this subparagraph shall expire twelve (12) months from the Closing such that including any Liability for Taxes shall become an Assumed Liability as if the same was specifically Liabilities listed in Section 2.3. In the event of Liability for Taxes becomes known by the Buyer or Seller, the Parties immediately provide notice to the other Party. These liabilities specifically excluded any tax liability related to the purchase and sale of these Assetson Schedule 2.11; (bix) all Liabilities arising out of or relating to violations of any Indebtedness, except Environmental Laws arising from the Owned Real Property or any other real property owned or utilized in connection with the Business prior to the extent that such Indebtedness is contemplated in deriving the Purchase Price in which case such Indebtedness shall be an Assumed Liability as if the same was specifically listed in Section 2.3Closing or any condition thereon; (cx) any Liability of the Seller arising from or related to any breach, failure taxing authority arising out of Laws applicable to perform, tort related to the performance of, violation of Law, infringement or indemnity pursuant to any Assigned Contract, in each case to the extent such Liability is based upon any action, event, circumstance, omission or condition which first occurred at or prior to Closingbulk sales transactions; (dxi) any Liability arising from out of or related relating to any violation Parent’s, Queensgate’s, Mullaghan’s or noncompliance Beverage’s leasing, ownership or operation of the Seller with any Law applicable to the Seller, the Business or the Purchased AssetsOwned Real Property; (exii) any Liability arising from or related to any Action against the Seller, the Business, the Purchased Assets or the Assumed Liabilities pending as of the Closing Date or based upon any action, event, circumstance, omission or condition arising prior to the Closing Date; (f) any Seller Transaction Expenses, except to the extent that such Seller Transaction Expenses are contemplated not included in deriving the Purchase Price in which case such Seller Transaction Expenses shall be an Assumed Liability as if the same was specifically listed in Section 2.3; (g) calculation of Net Working Capital, any Liability to indemnify, reimburse or advance amounts to any present or former officer, member, manager, director, employee or agent of the Seller (including with respect to any breach of fiduciary obligations by any such party)Parent, except for indemnification of such parties pursuant to Section 7.22Queensgate, if applicableMullaghan or Beverage; (hxiii) any Liability under arising out of or relating to the products of Parent, Queensgate or Beverage to the extent sold prior to the Effective Time; (xiv) any stateLiability of Parent, provincial Queensgate, Mullaghan, Beverage or local law with respect the ESOP to distribute to the Bondholders or any “plant closing” other Person or “mass layoff,” as those terms are defined in such applicable law, which may result from the consummation otherwise apply all or any part of the transactions contemplated hereby consideration received hereunder; (xv) any Liability arising out of fees or expenses owed to Chartwell Business Valuation, LLC (“Chartwell”); (xvi) all obligations of Parent, Queensgate, Mullaghan, Beverage or the Seller’s ESOP for borrowed money, including, but not limited to, Indebtedness; and (xvii) all Liabilities arising out of or relating to the termination of the employment or period of service of any employee or independent contractor employed or retained by Parent, Queensgate, Mullaghan or Beverage, or any of its employees their Affiliates participating in the Business, or arising out of or relating to Parent’s, Queensgate’s, Mullaghan’s or Beverage’s sale of the Business or any of the Acquired Assets to Buyer, on or prior to the Closing Date; (i) any Liability relating to any Excluded Assets, whether arising prior to, on or after the Closing DateClosing.