Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Notwithstanding anything to the contrary, Buyer shall not assume or otherwise be obligated to pay, perform or discharge the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”): (i) any and all Environmental Claims (whether asserted before or after the Closing) arising out of, relating to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (v) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the Closing.

Excluded Liabilities. Notwithstanding anything to the contrarycontrary contained in this Agreement or any of the Other Acquisition Documents, Buyer Seller acknowledges that Seller shall retain and satisfy, and Purchaser shall not assume or otherwise be obligated to payresponsible or liable for, perform any Liabilities or discharge obligations of Seller other than the following Assumed Liabilities, except whether or not relating to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement Acquired Assets (all of such Liabilities not so assumed by Buyer being referred to herein as collectively, the “Excluded Liabilities”):). For the avoidance of doubt, Excluded Liabilities shall include the following: (a) those Liabilities which are allocated to Seller with respect to the Channel Liabilities, as defined and set forth in Section 9.08 hereof; (b) any Liability arising under or relating to the Transferred Contracts arising prior to the Closing Date, including any obligation for monies due but not yet payable (including, but not limited to, royalties or milestones, as applicable) as of the Closing Date under any Transferred Contract; (c) any Liabilities resulting from (1) any breach or violation of any Transferred Contract by Seller occurring prior to the Closing or (2) any act or omission of Seller prior to the Closing that would have constituted a breach or violation upon notice or passage of time under any Transferred Contract; (d) any product Liability or similar claim for injury to a Person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by Seller, or by reason of the improper performance or malfunctioning of an Acquired Asset, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any Product manufactured or sold prior to the Closing Date, or any service performed by Seller prior to the Closing Date; (e) any recall, design defect or similar claims of any Product sold or any service performed by Seller prior the Closing Date; (f) any Liability resulting from or arising out of the conduct of business by Seller or any Affiliate of Seller or the ownership of the Excluded Assets, whether before, on or after the Closing; (g) all Liabilities for rebates or chargebacks with respect to the Product dispensed prior to the Closing Date; (h) any Liability of Seller for expenses or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement, the Other Acquisition Documents or the consummation (or preparation for the consummation) of the transactions contemplated hereby and thereby (including all attorneys’ and accountants’ fees and brokerage fees incurred by or imposed upon Seller); (i) any Liability of Seller under this Agreement or the Other Acquisition Documents; (j) any Taxes for which Seller is liable, including any Liability of Seller for unpaid Taxes of any Person under Treasury Regulations §1.1502-6 (or any similar provision of state, local or foreign Law), as transferee or successor by contract or otherwise; (k) any Liability resulting from or arising out of any of the Excluded Assets and all Environmental Claims not specifically assumed by Purchaser as an Assumed Liability; (whether asserted before l) any Liabilities in respect of any pending or after the Closing) threatened Legal Proceeding arising out of, relating to or resulting from the conduct otherwise in respect of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee operation of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), Acquired Assets to the extent such Claim is asserted Legal Proceeding relates to such operation on or prior to the Closing or relates to conduct of Seller occurring before the Closing;Date; and (iiim) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to in respect of or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract in connection with any employee of Seller maintained or implemented the failure by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (v) Affiliates to comply with any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the ClosingLaw.

Excluded Liabilities. Notwithstanding anything any provisions of this Agreement to the contrary, other than the Assumed Liabilities, Buyer shall not assume assume, or otherwise in any way be obligated to pay, perform liable or discharge the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”): (i) any and all Environmental Claims (whether asserted before or after the Closing) arising out of, relating to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIIIresponsible for, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (v) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates whatsoever (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business or to the Acquired Assets (and the use thereof) at any time on or prior to the Closing Date), whether relating to or arising out of the Business or the Acquired Assets or otherwise, whether direct or indirect, known or unknown, fixed or contingent or otherwise, liquidated, ▇▇▇▇▇▇ or inchoate, due or to become due (the "Excluded Liabilities"). In furtherance of the foregoing and not in limitation thereof, except for the Assumed Liabilities, in no event shall Buyer be liable or responsible for: (a) All Liabilities relating to or arising, whether before, on or after the Closing, out of, or in connection with, any of the Excluded Assets. (b) All Liabilities, other than the Accounts Payable, that arise (whether under the Assumed Contracts or otherwise) with respect to the Acquired Assets or the use of the Acquired Assets on or prior to the Closing Date or relate to periods ending on or prior to the Closing Date or are to be observed, paid, discharged or performed on or prior to the Closing Date (in each case, including any Liabilities that result from, relate to or arise out of tort or other product liability claim). (c) Liabilities relating to any environmental, health or safety matter (including any Liability or obligation arising under any Environmental Law) arising out of or relating to the ownership or operation of the Business or the Joint Ventures or the leasing, ownership or operation of real property or any of the other Acquired Assets on or prior to the Closing Date. (d) Litigation and related claims and Liabilities or any other claims against any Seller, other than Accounts Payable, involving or relating to facts, events or circumstances arising or occurring on or prior to the Closing Date, no matter when raised (including Liability for breach, misfeasance or under any other theory relating to any Seller's conduct, performance or non-performance other than Cure Costs). (e) All Liabilities for damages to Persons or property arising out of or relating to alleged defects in products manufactured or sold by Sellers on or prior to the Closing Date or arising under warranties issued by Sellers on or prior to the Closing Date. (f) All Liabilities, claims and contingencies associated with any and all notes, loan agreements, credit agreements, indentures, bonds and other similar debt instruments or evidence of indebtedness for borrowed money and guarantees of Sellers. (g) All Liabilities under any Benefit Plans. (h) All Liabilities, claims or contingencies related to any employees or former employees of the Sellers, including without limitation, claims resulting from the failure of Buyer to hire any employee of Sellers, arising or accruing on, before, or as the immediate result of the consummation of the Contemplated Transactions. (i) All Liabilities of Sellers under any collective bargaining agreement, agreement with any labor union, employment agreement or severance agreement. (j) All Liabilities for Taxes (i) for any period (A) of any Seller or (B) of any other Person for which a Seller is liable under any Tax sharing agreements or agreement, as a successor, by contract or otherwise or (ii) for any Pre-Closing Tax Period, imposed on or with respect to the Business or the Acquired Assets.

Excluded Liabilities. Notwithstanding anything to the contrary, Buyer shall not assume assume, whether as a transferee or otherwise successor, by contract or otherwise, and shall not be obligated to payliable or responsible for, perform any Liability or discharge the following LiabilitiesEncumbrance of Seller of any kind whatsoever, except to the extent accrued whether known or unknown, liquidated or contingent, presently in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement existence or arising or asserted hereafter (all of such Liabilities not so assumed by Buyer being referred to herein as collectively, the “Excluded Liabilities”):). Without limiting the foregoing, Seller shall retain and be responsible for, and Buyer shall not be obligated to assume, and does not assume, any Liability at any time arising from or attributable to: (a) Any breaches of any Seller Contract prior to or after the Closing Date or any payments or amounts due under any Seller Contract prior to or after the Closing Date, including, without limitation, the Liabilities set forth on Schedule 2.3 (a); (b) Any Taxes attributable to or imposed upon (i) any and all Environmental Claims (whether asserted before or after the Closing) arising out of, relating to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Business or (ii) the Purchased Assets for the Pre-Closing DatePeriod; (vc) Any loans, other indebtedness, or accounts payable (including any and all Liabilities, whether such Liabilities arise prior toowed to Affiliates of Seller), including, without limitation, the Liabilities listed on the Seller Debt Schedule; (d) Any legal or equitable action or judicial or administrative proceeding initiated at any time, to the extent related to any action or omission on or after prior to the Closing Date, arising out ofincluding, relating to without limitation, any Liability for (i) infringement or resulting from misappropriation of Intellectual Property, including, without limitation, the Liabilities set forth on Schedule 2.3 (Ad); (ii) any Multiemployer Plan breach of product warranties; (iii) injury, death, property damage or losses caused by Seller Products or in which Seller participates (including any withdrawal Liability the manufacture or other Liability related to unfunded or under-funded benefits), design thereof; or (Biv) violations of any obligation of Seller to provide privacy laws or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Sellerother Legal Requirements; (vie) any Any expenses and fees incurred by Seller incidental to the preparation of the Transaction Documents, preparation or delivery of materials or information requested by Buyer, and the consummation of the Transaction, including all Liabilities of Seller arising out ofbroker, relating counsel and accounting fees; or (f) Any Legal Requirement applicable to Seller, the Purchased Assets or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for the Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that Date or any Liability for a violation of such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the Closinga Legal Requirement.

Excluded Liabilities. Notwithstanding anything to the contrary, Buyer shall not assume or otherwise be obligated to pay, perform or discharge responsible for the performance of any of the following LiabilitiesLiabilities (collectively, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”): (ia) any and all Environmental Claims (whether asserted before Any Liability of Seller exclusively in respect of or after the Closing) otherwise arising out of, relating to or resulting from the conduct operation or use of (x) the Business Excluded Assets or (y) except as expressly set forth in this Agreement, for the period prior to the Closing, the Acquired Assets; (b) Any Liability of Seller arising from the making or performance of this Agreement or a Related Agreement or the transactions contemplated hereby or thereby; (c) Any Liability of Seller under the Assigned Contracts or Assigned Leases (i) in respect of payment obligations for goods delivered or services rendered prior to the Closing Date, (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or a breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted obligations thereunder occurring prior to the Closing Date whenever such breach is declared by the Counterparty thereto or relates (iii) relating to conduct of Seller occurring before the ClosingCBA MOA; (d) Except for those Assumed Liabilities set forth in Section 2.3(d), any Liability of Seller (i) for any compensation, benefits, employment Taxes, workers compensation benefits and other similar Liabilities (including under the Generation CBA, any Employee Benefit Plan of Seller, or any other agreement, plan, practice, policy, instrument or document relating to any of the Transferred Employees) created, arising or accruing before the Closing Date, whether or not subject to any continued service agreement, including pro rata payments earned before the Closing Date, in respect of the Transferred Employees, any temporary employees, and the Scheduled Employees who are not offered, or who do not accept, employment with the Buyer, (ii) relating to the Transferred Employees or temporary employees for which Seller is responsible under Section 5.8, (iii) subject relating to Schedule 2.3(a)(iiformer employees, temporary employees or Scheduled Employees who are not offered, or who do not accept, employment with Buyer, or (iv) and Article VIIIin respect of any workers’ compensation, tort, Hazardous Substance exposure, discrimination, wrongful discharge, unfair labor practice or other employee Claim under applicable Laws or under Seller’s Employee Benefits Plans by any and all Claims Transferred Employee arising out of, of or relating to acts or resulting from a Collective Bargaining Agreement between omissions occurring prior to the Union and Seller other than Closing Date, by any such Claims involving recall rights of laid-off employees after the Closingformer employee, by any temporary employee or by any Scheduled Employee who is not offered, or who does not accept, employment with Buyer; (ive) except for Any Liability of Seller arising from or associated with any Intercompany Arrangement, other than Liabilities under those Assigned Contracts set forth on Schedule 2.2(j); (f) Any Liability of Seller for any fines or pursuant to penalties imposed by a Governmental Authority resulting from (i) any Purchased Contracts and except investigation or proceeding pending prior to the extent set forth in Schedule 2.3(a)(iiClosing Date or (ii) illegal acts or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee willful misconduct of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after to the Closing Date; (vg) Any Liability for Taxes (including, with respect to property Taxes, payments in addition to or in lieu of Taxes and the Property Tax Stabilization Payments) relating to the ownership, operation, sale or use of the Acquired Assets prior to the Closing, except those Taxes for which Buyer is liable pursuant to Section 2.7, Section 5.12 and Section 5.13. Any Liability of Seller pursuant to Section 5.20; and Subject to the provisions of Section 5.11, (A) any Environmental Liability caused, created or otherwise in existence due to the activities of or otherwise attributable to Seller prior to the Closing, except those Environmental Liabilities described in Section 2.4(i)(B)(II), Section 2.4(i)(C) and all LiabilitiesSection 2.4(i)(D) below, whether (B) any Environmental Liability arising out of or resulting from any Release of mercury at Schiller Station that occurred (I) prior to or on the Closing or (II) during the performance of the work pursuant to the Removal Contract, which Release occurred after Closing but prior to the Schiller Boiler Removal Completion Date, (C) any Environmental Liability relating to the treatment, disposal, storage, discharge, Release, recycling or the arrangement for such Liabilities arise prior activities at, or the transportation to, any Offsite Disposal Facility by Seller, prior to or on or after the Closing Date, arising out ofof Hazardous Substances that were generated at the Sites, relating to and (D) any Environmental Liability of Seller for any fines or penalties imposed by a Governmental Authority resulting from (AI) any Multiemployer Plan of Seller investigation or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business proceeding pending prior to the ClosingClosing Date or (II) arising out of, relating to illegal acts or resulting from any violation willful misconduct of Law by Seller prior to the Closing Date; provided, however, that the Liability of Seller pursuant to Section 2.4(i)(A) and, from and after the extent that occurrence of the Schiller Boiler Removal Completion Date, Section 2.4(i)(B)(I) (and, together with such Liabilities exceedclauses, in the aggregate, $10,000,000; (ixany associated indemnification obligations of Seller hereunder) any and all Liabilities not arising out of, relating to or resulting from the Business; shall terminate (x) except to on the extent set forth applicable Excluded Environmental Liability Termination Date, after which any Liabilities described in Schedule 2.3(a)(iiSection 2.4(i)(A) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviiiSection 2.4(i)(B)(I) (other than shall be Assumed Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License AgreementSection 2.3(a), and Seller shall have no further Liability with respect to recall rights under thereto, or (y) upon exceeding the Collective Bargaining Agreement after indemnification cap set forth in Section 7.4(a)(ii), if earlier than the Closing); and (xi) applicable Excluded Environmental Liability Termination Date, any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viiiSection 2.4(i)(A) and Section 2.4(i)(B)(I) shall be Assumed Liabilities for which Buyer is liable pursuant to Section 2.3(a), and Seller shall have no further Liability with respect thereto. The Excluded Liabilities described in Section 2.4(d) (xi)(asolely as it relates to employee exposure to Hazardous Substances), (xvSection 2.4(h) and (xvii) Section 2.4(i), as limited by the terms thereof, are referred to herein as the extent not related to “Excluded Environmental Liabilities.” For avoidance of doubt, it is the conduct intention of the Business prior Parties that Section 2.4(d) (solely as it relates to the Closingemployee exposure to Hazardous Substances), Section 2.4(h) and Section 2.4(i) shall exclusively define those Environmental Liabilities constituting Excluded Liabilities hereunder, and that no other provision of this Section 2.4 shall be construed to include any Environmental Liabilities.

Excluded Liabilities. Notwithstanding anything any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller (or any predecessor of Seller or any prior owner of all or part of its businesses and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller (all such liabilities and obligations not being assumed being herein referred to as the "Excluded Liabilities"). Without limiting the generality of the foregoing, Seller and the Members expressly acknowledge and agree that Seller shall retain, and Buyer shall not assume or otherwise be obligated to pay, perform perform, defend or discharge the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”):discharge: (ia) any and all Environmental Claims liability or obligation of Seller and/or the Members for Taxes, whether measured by income or otherwise; (whether asserted before b) any liability or after the Closing) obligation for Taxes arising out ofin connection with any products or services sold, relating to delivered or resulting from the conduct otherwise provided by or on behalf of the Business Seller prior to the Closing; (iic) subject to Article VIII, any and all Claims by liability or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, obligation relating to employee benefits or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, compensation arrangements existing on or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing Date, including any liability or relates to conduct obligation of Seller occurring before the Closingunder or in connection with ERISA or any plan or benefit program or agreement; (iiid) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the ClosingEnvironmental Liability; (ive) except for Liabilities under any product liability or pursuant warranty pertaining to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) products and/or services sold, licensed, developed, manufactured or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented delivered by Seller or any of its Affiliates, whether such Liability arises prior to, on or after to the Closing Date; (vf) any and all Liabilities, whether liability or obligation to a third party with respect to any Assumed Liability to the extent such Liabilities arise liability or obligation relates to or arises from any act or omission taking place prior to, on or after to the Closing Date, arising out of, relating to or resulting from ; (Ag) any Multiemployer Plan of Seller liability or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide the Members, any Affiliate of Seller or make available post-retirement welfare benefits the Members, or welfare benefit coverage any Person claiming to have a right to acquire any current membership interest in or former officer, director, stockholder or employee other securities of the Business or Seller; (vih) any and all Liabilities of Seller arising out of, liability relating to leases for real or resulting from Taxes and Income Taxes allocable to Seller under personal property other than the leases enumerated in Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii))2.03; (viii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 liability or otherwise permitted hereunderobligation relating to an Excluded Asset; (viiij) any and all Liabilities (other than Liabilities disclosed hereunder liability or obligation to provide services or products under or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from connection with any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller Assigned Contract prior to the Closing Date (it being understood that Buyer is responsible for providing such products or services after the Closing Date in accordance with the terms of such Assigned Contract); or (k) any liability or obligation arising or relating to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) pre-Closing time period under any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the ClosingAssigned Contract.

Excluded Liabilities. Notwithstanding anything any provision of this Agreement to the contrary, Buyer none of the liabilities or obligations of Seller other than the Assumed Liabilities shall not assume be assumed or otherwise be obligated to payare being assumed by Buyer, perform or discharge the following Liabilitiesand Seller shall retain and remain and hereby retains and remains solely liable for, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities the debts, expenses, contracts, agreements, commitments, obligations and other liabilities of any nature whatsoever of Seller, the business of Seller or the Purchased Assets, whether known or unknown, accrued or not so assumed by Buyer being referred to herein as accrued, fixed or contingent (collectively, the “Excluded Liabilities”):), including the following: (i) 2.4.1 Any liability related to any and all Environmental Claims (whether asserted before or after the Closing) arising out of, relating to or resulting from the conduct of the Business prior to the ClosingExcluded Assets; (ii) subject to Article VIII2.4.2 Except as set forth in Section 2.3.5, any and all Claims by liability arising under the Assigned Contracts on or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter Date or any employee-related program, policy, funding vehicle or Contract with liability for any employee of Seller maintained or implemented breach by Seller or any other Person of its Affiliates, whether such Liability arises any Assigned Contract prior to, to the Closing Date or any liability for Seller’s failure to pay any accounts payable outstanding under the Assigned Contracts on or after prior to the Closing Date; (v) any and all Liabilities, whether such Liabilities arise prior to, 2.4.3 Any product liability claims involving the Products that were first made on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing Date; 2.4.4 Any liability, other than liabilities or obligations pursuant to Section 2.4.3, under any Action against Seller based, in whole or in part, on events occurring or circumstances existing on or before the Closing Date (the “Retained Claims”); 2.4.5 Any liability or obligation related to Seller’s existing or former employees, consultants or independent contractors; 2.4.6 Any liability for any Taxes incurred or accruing prior to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and Closing Date with respect to recall rights under Seller’s business or the Collective Bargaining Agreement after the Closing)Purchased Assets; and (xi) 2.4.7 Any liability for or in respect of any and all Liabilities loan, other indebtedness for money borrowed, or account payable of Seller arising out of, relating to or resulting from any Affiliate of Seller. * Certain information has been omitted and filed separately with the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) Commission. Confidential treatment has been requested with respect to the extent not related to the conduct of the Business prior to the Closing.omitted portions. Execution Version

Excluded Liabilities. Notwithstanding Other than the Assumed Liabilities, Buyer shall not be responsible for any other debts, claims, commitments, liabilities or obligations of Seller or the Business (collectively, the "Excluded Liabilities"). Without limiting the generality of the foregoing and notwithstanding anything herein that may be to the contrary, Buyer shall not assume Excluded Liabilities include any and all debts, claims, commitments, liabilities or otherwise be obligated obligations of Seller or the Business relating to payor arising out of any of the following: (a) any indebtedness for borrowed money or any guarantees or similar obligations in respect of any indebtedness for borrowed money, perform or discharge including, without limitation, any and all liability, obligations and indebtedness arising under the following Liabilities, except to FNF Secured Loans and the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”):Homemark Secured Loans; (i) any and all Environmental Claims (whether asserted before liability, obligation or after the Closing) arising out of, commitment relating to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, including any offer letter sponsorship, administration or contribution obligation of any employee-related programPerson under any Employee Benefit Plan or termination of any Employee Benefit Plan, policyor (ii) the employment or the termination of employment, funding vehicle on or Contract with prior to the Closing Date, of any employee of Seller maintained the Business by Seller; (c) any cause of action or implemented by Seller judicial or any administrative action, suit, proceeding or investigation, pending or threatened in writing as of its Affiliatesthe Closing Date, whether such Liability arises prior to, relating to periods on or after prior to the Closing Date; (vd) any and all Liabilitiesfailure or alleged failure by Seller to comply with, whether such Liabilities arise or any violation or alleged violation of, (i) any Law or Governmental Approval applicable to the Business or the Assets, or (ii) any Contract, which occurred or was alleged to have occurred prior to, on or after to the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vie) any and all Liabilities infringement or alleged infringement of Seller the rights of any other Person arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in of the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of connection with the Business prior to the ClosingClosing Date; (f) any and all contingent liabilities arising out of, relating to of the Business on or resulting from any violation of Law by Seller prior to the Closing to Date; and any and all liabilities accruable under GAAP for the extent that such Liabilities exceed, in Business as of the aggregate, $10,000,000Closing Date; (ixg) any liability for any Taxes imposed on Seller or attributable to Seller or imposed or attributable to the Business on or before the Closing Date; (h) any of the Excluded Assets; (i) all Environmental Liabilities and all Liabilities Costs (whether or not currently known, discoverable or regulated by applicable Law) arising out offrom, relating to, in respect of or incurred in connection with conditions existing or events occurring prior to the Closing Date; or (j) any claim, litigation, action or proceeding, whether or not pending or threatened, whether known or unknown, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business or the Assets and arising prior to the Closing.

Excluded Liabilities. Notwithstanding anything to any other provision of this Agreement, except for the contraryAssumed Liabilities expressly specified in Section 2.2, Buyer shall not assume assume, or otherwise be obligated to payresponsible for, perform or discharge the following any Liabilities, except including but not limited to any accounts payable of Seller, whether liquidated or unliquidated, or known or unknown, whether arising out of occurrences prior to, at or after the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement date hereof (all of such Liabilities not so assumed by Buyer being referred to herein as the “"Excluded Liabilities”):"), which Excluded Liabilities include, without limitation: (a) Except as otherwise provided in Section 2.2 or 6.6, any Liability to or in respect of any employees or former employees of Seller including without limitation (i) any and all Environmental Claims (employment agreement, whether asserted before or after the Closing) arising out ofnot written, relating to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employeesperson, of (ii) any Liability under any Benefit Arrangements at any time maintained, contributed to or required to be contributed to by or with respect to Seller or Parent or under which Seller has Knowledgeor Parent may incur Liability, or violation any contributions, benefits or Liabilities therefor, or any Liability with respect to Seller's withdrawal or partial withdrawal from or termination of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or Employee Plan and (Biii) any actual claim of an unfair labor practice, or alleged any claim under any state unemployment compensation or worker's compensation law or regulation or under any federal or state employment discrimination by the Companylaw or regulation, any of its Subsidiaries which shall have been asserted on or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing Date or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to is based on acts or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, omissions which occurred on or after prior to the Closing Date; (vb) Any Liability of Parent or Seller in respect of any and all LiabilitiesTax; (c) Any Liability arising from any injury to or death of any person or damage to or destruction of any property, whether such Liabilities arise prior tobased on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in products manufactured or from services performed by or on behalf of Seller or any other person or entity on or after prior to the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vid) any and all Liabilities Any Liability of Seller arising out ofof or related to any Action against Seller or any Action which adversely affects the Assets and which shall have been asserted on or prior to the Closing Date or to the extent the basis of which shall have arisen on or prior to the Closing Date; (e) Any Liability of Parent or Seller resulting from entering into, relating performing its obligations pursuant to or resulting from Taxes and Income Taxes allocable consummating the transactions contemplated by, this Agreement (including without limitation any Liability of Parent or Seller pursuant to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)Article X hereof); (viif) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not Any Liability related to the conduct of the Business prior to the Closingany Former Facility.

Excluded Liabilities. Notwithstanding anything the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume or otherwise and shall not be obligated responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement Assumed Liabilities (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”):). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (a) any Liabilities of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the Ancillary Documents or the transactions contemplated hereby and thereby; (b) any Liability for (i) Taxes of Seller (or any shareholder or Affiliate of Seller), the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period; (ii) Taxes that arise out of the consummation of the transactions contemplated hereby and that are the responsibility of Seller; or (iii) other Taxes of Seller (or any shareholder or Affiliate of Seller) of any kind or description (including any Liability for Taxes of Seller (or any shareholder or Affiliate of Seller) that becomes a Liability of Buyer under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); (c) any Liabilities relating to or arising out of the Excluded Assets; (d) any Liabilities in respect of any pending or threatened Action arising out of, relating to, or otherwise in respect of the operation by Seller of its business or the Purchased Assets prior to the Closing Date; (e) any product Liability or similar claim for injury to a Person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by Seller, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products manufactured or sold, or any service performed, by Seller prior to the Closing Date; (f) any recall, design defect or similar claims associated with any products manufactured or sold or any service performed by Seller prior to the Closing Date; (g) any Liabilities of Seller arising under or in connection with any Benefit Plan providing benefits to any present or former employee of Seller; (h) any Liabilities of Seller for any current or former employees, officers, directors, retirees, independent contractors or consultants of Seller, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation, workers’ compensation, severance, retention, commissions or similar incentives, termination or other payments, but not including severance or termination Liabilities for Hired Employees; (i) any and all Environmental Claims (whether asserted before or after the Closing) arising out of, relating to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of SellerClaims, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B)Liabilities under Environmental Laws, to the extent such Claim is asserted arising out of or relating to facts, circumstances or conditions existing prior to the Closing or relates otherwise to conduct the extent arising out of Seller occurring before the Closingany actions or omissions of Seller; (iiij) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to trade payables or resulting from a Collective Bargaining Agreement between the Union and accounts payable of Seller other than any such Claims involving recall rights of laid-off employees after the Closingnot assumed by Buyer under Section 2.03(a); (ivk) any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of Seller (including with respect to any breach of fiduciary obligations by same), except for indemnification of same pursuant to Section 8.03 as Seller Indemnitees; (l) any Liabilities under the Excluded Contracts or any other Contracts which are not validly and effectively assigned to Buyer pursuant to this Agreement; (m) any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(iiLiabilities associated with term debt, loans or credit facilities of Seller; (n) or Article VIII or pursuant to the Transition Services Agreement, any and all Secured Indebtedness; and (o) any Liabilities arising out of, relating to in respect of or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract in connection with any employee of Seller maintained or implemented the failure by Seller or any of its Affiliates, whether such Liability arises prior to, on Affiliates to comply with any Law or after the Closing Date; (v) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the ClosingGovernmental Order.

Excluded Liabilities. Notwithstanding anything to Except for the contraryAssumed Liabilities, Buyer shall does not and will not assume or otherwise become liable for and shall not be obligated to paypay or satisfy any obligation, perform debt or discharge Liability whatsoever, contingent or otherwise, of the following LiabilitiesBusiness or Seller or any other person or entity (collectively, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”):), including, without limitation: (ia) any and all Environmental Claims (whether asserted before or after the Closing) arising out of, relating to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIIIexcept as provided in Section 6.2, any and all Claims by or Liability for the benefit Taxes of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, including any Liability for Taxes resulting from the transactions contemplated in this Agreement; (b) any Liability relating to a failure by Seller to comply with any bulk sales law applicable to this transaction; (c) any pollution or contamination of the environment or damage to natural resources, or the manufacture, generation, refining, processing, distribution, use, sale, treatment, recycling, receipt, storage, disposal, transportation, handling, emission, discharge, leaching, release or threatened release of any Hazardous Material by Seller or the Business, or their officers, directors, employees, or agents, whether or not such Liability arises prior occurred on, under or from the Leased Real Property or other property, including but not limited to, on property at which Seller’s or the Business’ Hazardous Materials may have been sent for treatment, recycling, disposal or storage; (d) any actual or alleged violation of or Liability under any Environmental Legal Requirement arising out of or related to the conduct of the business of Seller or the Business, or the Leased Real Property prior to the Effective Time; (e) any Liability with respect to any claim, whether made before or after the Closing DateEffective Time, involving allegations of personal injury (including death) or property damage arising from the design, manufacture, marketing, sale, distribution, servicing or use of any product of the Business manufactured before the Effective Time; (vf) any and all LiabilitiesLiability for notes payable, whether such Liabilities arise prior to, on deferred compensation or after the Closing Date, arising out of, relating to or resulting from Plans as described in Section 3.21(a); (Ag) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business Seller or Seller; (vi) any and all Liabilities of Seller its Affiliates arising out ofof the circumstances, relating to occurrences or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation operations of the Business prior to the ClosingEffective Time; (h) any Liability arising out of, of any extended warranty claim relating to or resulting from any violation of Law by Seller Products manufactured prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing)Date; and (xii) any and all Liabilities of Seller other Liability arising out ofof the ownership or use of the Purchased Assets or circumstances, relating to occurrences or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct operations of the Business prior to the ClosingEffective Time.

Excluded Liabilities. Notwithstanding anything Other than the Assumed Liabilities, Seller expressly acknowledges that Buyer will not be liable for any obligations or liabilities of Seller of any kind or nature whether actual or contingent, matured or unmatured, liquidated or unliquidated, known or unknown, related to the contraryDivision Business or the Acquired Assets, Buyer shall not assume and to circumstances or otherwise be obligated to payevents existing on or before the Closing Date, perform including, without limitation: - any liability or discharge the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”): (i) any and all Environmental Claims (whether asserted before or after the Closing) arising out of, relating obligation to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit in respect of any current former or former existing shareholder, officer, director, employee or agent of the Business (Seller whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out ofunder any plan, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Sellerpolicy, agreement, law, charter provision, or otherwise; - any liability or obligation of Seller in respect of any Income Tax; - any claim, litigation, arbitration or other proceeding, whether based on negligence, breach of warranty, breach of contract, strict liability, enterprise liability or default otherwise, and whether now pending or threatened; - any liability or obligation for violation by Seller of any Contract between Seller and Applicable Law; - any liability or obligation arising out of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current products or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (v) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities services of Seller to the extent arising out ofmanufactured, relating to sold or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and all Liabilities of Seller arising out of, relating to rendered on or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the ClosingClosing Date; - except as otherwise provided herein, any liability or obligation arising as a result of Seller's operation of any continuing business following the Closing Date; - any liability or obligation for finished goods inventory returns for a period of ninety (90) days following the Closing Date. Seller will timely and fully discharge all of its debts, obligations and liabilities as they come due before and after Closing Date.

Excluded Liabilities. Notwithstanding anything to any other provision of this Agreement, except for the contraryAssumed Liabilities expressly assumed in Section 2.3, the Buyer shall not assume assume, or otherwise be obligated to payresponsible for, perform any Liabilities of any Seller or discharge any of their respective Affiliates, whether liquidated or unliquidated, or known or unknown, whether arising out of occurrences prior to, at or after the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement Closing Date (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”):), which Excluded Liabilities shall include: (ia) any Liability of any Seller that arises out of or relates to any Excluded Assets (for the avoidance of doubt, the Parties agree that any Liabilities of Marnac and all Environmental Claims KDL Japan under the Shionogi License Agreement shall remain the Liabilities of Marnac and KDL Japan and are Excluded Liabilities); (whether asserted before b) any Liability of any Seller under or after the Closingwith respect to any Contract (other than an Assumed Contract pursuant to Section 2.3(a)); (c) any Liability of any Seller arising out ofof or related to any Action asserted on or prior to the Closing Date against any Seller, relating to or resulting from against or in respect of any Purchased Asset or the conduct of the Business Product Business, or the basis of which shall have arisen on or prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (vd) any and all LiabilitiesLiability arising from any injury to or death of any Person or damage to or destruction of any property, whether such Liabilities arise prior tobased on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in products manufactured or services performed by or on behalf of any Seller or any other Person on or after prior to the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vie) any and all Liabilities Liability of any Seller arising out of, of or relating to the ownership or resulting from Taxes and Income Taxes allocable operation of the Purchased Assets and/or the Product Business prior to Closing, including any claims, obligations, rebates or litigation arising out of or relating to events or conditions occurring prior to Closing or Products sold by any Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii))prior to Closing; (viif) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities Liability to the extent arising out of, relating to of or resulting from any infringement, misappropriation or unlawful use as a result of the conduct of any Intellectual Property of any Person by Seller in the operation business of the Business prior Sellers and their respective Affiliates other than those liabilities expressly assumed herein pursuant to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000Section 2.3; (ixg) any and all Liabilities not Liability arising out of, of or relating to any finder’s fee, brokerage fee, commission or resulting from similar payment in connection with any Seller’s entry into this Agreement or the Business; (x) except to consummation of the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to transactions contemplated hereby, including any of the Transition Services Agreement, any and all Liabilities Contracts listed on Section 4.9 of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing)Sellers Disclosure Schedule; and (xih) any Liability of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for any Tax, and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) any Liability for Taxes attributable to the extent not related to Purchased Assets or the conduct of the Product Business prior to the Closingfor any Pre-Closing Tax Period.

Excluded Liabilities. Notwithstanding anything to Except for the contraryAssumed Liabilities, neither Buyer nor any of its Affiliates shall not assume or otherwise be obligated to pay, perform or discharge the following Liabilities, except to the extent accrued liable in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”): (i) any and all Environmental Claims (whether asserted before or after the Closing) arising out respect of, relating or be deemed to have assumed or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIIIotherwise be liable in respect of, any and all Claims by debt, claim, obligation, or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee other Liability of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, regardless of whether such debt, claim, obligation, or other Liability is matured or unmatured, contingent or fixed, known or unknown (the “Excluded Liabilities”). Excluded Liabilities shall include, without limitation: (i) any long-term debt or notes payable of Seller and any Liability of Seller to any of its Affiliates; (ii) any Liability for Taxes of Seller (including liability for Taxes arising from any Tax sharing agreement, Tax indemnity agreement or Tax allocation agreement) for any Taxable Period, any liability for Taxes of the Business or related to the Assets properly attributable to the portion of the Taxable Period that includes the Effective Date through and including the Effective Date, and any Tax Liability arising from the sale of the Business and the Assets to Buyer contemplated herein or from any liquidation and dissolution of Seller; (iii) any Liability of or claim against Seller that constitutes or arises from a breach by Seller of any representation, warranty or covenant herein; (iv) any Liability of Seller or claim of any kind that may arise from Seller’s operation of the Business, ownership of the Assets or under the Assumed Contracts relating to the time period prior to, on to the Effective Date or after arising out of events occurring prior to the Closing DateEffective Date (including liabilities for breach by Seller prior to Closing) or resulting from Seller’s consummation of the transactions contemplated by this Agreement; (v) any and all LiabilitiesLiability of or claim against Seller that may arise from the rendering of investment banking, whether such Liabilities arise prior tobrokerage fees, on or after the Closing Dateprofessional, arising out oflegal, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability accounting, appraisal, engineering or other Liability related similar services to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of in connection with the Business or Sellertransactions herein; (vi) any and all Liabilities Liability of Seller arising out of or relating to the employment of, performance of services by or termination of any employees, whether written or oral, express or implied, including any Liability (A) consisting of, arising out of or relating to severance, accrued vacation, termination, retention bonus, “golden parachute”, any Benefit Plan or corporate policy, unemployment compensation or any similar or other payment, with respect to any employee of Seller; (B) resulting from Taxes the consummation of the transactions contemplated by this Agreement or the termination of any employees in connection therewith under the Workers Adjustment and Income Taxes allocable Retraining Notification Act of 1988, as amended from time to Seller under Section 7.1 hereof time; (except for Assumed Liabilities under Section 2.3(a)(iiC) and Section 2.3(a)(iii))resulting from workers’ compensation or other similar claims, or (D) arising out of or relating to any Benefit Plan; (vii) any Indebtednessand all claims of employees, including any Guarantees not listed on Schedule 6.20 consultants or otherwise permitted hereunderindependent contractors of Seller in such capacity; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or Liability under any Contract not included in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000Assumed Contracts; (ix) any and all Liabilities Liability under any Assumed Contract for which a Consent, if required, has not arising out of, relating to been obtained or resulting from waived as of the BusinessClosing; (x) except any forfeiture, claim or pending litigation, arbitration or proceeding relating to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant Business arising prior to the Transition Services Agreement, any Effective Date (which shall remain and all Liabilities be the obligation and liability solely of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(iSeller), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and; (xi) any Liability, other than the Assumed Liabilities; and (xii) any liability related to any Excluded Asset, unless otherwise expressly assumed by Buyer herein. For the avoidance of doubt, Seller shall not retain and Buyer is assuming and will pay the Assumed Current Liabilities. Seller agrees that it shall pay promptly when due any and all Excluded Liabilities not discharged by it at or prior to Closing, including any of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not Seller’s Liabilities related to Seller’s employees during the conduct period they are employed by Seller or the Benefit Plans. Buyer is not the successor employer of the Business prior Seller’s employees for any purpose and is not required to the Closingemploy any of such employees.

Excluded Liabilities. Notwithstanding anything to the contrary, Buyer shall not assume or otherwise be obligated to pay, perform or discharge the following Liabilitiesany other provision of this Agreement, except for the Included Liabilities described in Sections 1.5(c), 1.5(e), 1.5(f) and 1.5(m) to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so expressly assumed by Buyer, Buyer being referred to herein as and its Affiliates shall not assume, or in any way be liable for the payment, performance or discharge of, any Liabilities of Seller or any of its Affiliates (collectively, the “Excluded Liabilities”):), including the following Liabilities: (ia) any all Liabilities, obligations and all Environmental Claims (whether asserted before or after the Closing) commitments arising out of, relating to of the ownership or resulting from the conduct operation of the Business prior to the ClosingEffective Time; (iib) subject to Article VIIIall Liabilities, any obligations and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller commitments relating to the employment return or claimed spoilage of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted Products manufactured prior to the Effective Time and returned within thirty (30) days after the Closing Date (whether physically returned, or relates to conduct of Seller occurring before the Closingwhether a credit, deduction or other accommodation is made); (iiic) subject any Liabilities for any Default under any Transferred Contract or Included Shared Contract occurring prior to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the ClosingEffective Time; (ivd) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee for indebtedness for borrowed money of Seller maintained or implemented by Seller or any of its Affiliates; (e) all Liabilities, whether such Liability arises obligations, and commitments for manufacturer’s coupons relating to Products issued prior to, on or to the Effective Time and received by the clearing house for reimbursement within one hundred twenty (120) days after the Closing Date; (vf) any and all Liabilities, whether such Liabilities arise obligations and commitments for trade and consumer promotions relating to Products (i) that commenced and concluded prior to, on to the Closing Date or (ii) that commenced prior to but concluded after the Closing Date; provided, that the amount of Liabilities, obligations and commitments retained by Seller pursuant to clause (ii) in respect of any trade or consumer promotion shall be equal to the total amount of Liabilities, obligations and commitments related to such trade or consumer promotion multiplied by a fraction, the numerator of which is equal to the number of calendar days such trade or consumer promotion was available prior to the Closing Date, and the denominator of which is equal to the total number of calendar days such trade or consumer promotion was available; (g) all Liabilities, obligations and commitments for advertising for the Business for advertising airing or appearing in periods prior to the Effective Time; (h) all Liabilities under any Environmental Law, to the extent arising out ofof the (i) ownership or operation of the Business, relating the Included Assets or the Excluded Assets or the Transferred Facilities or the Shared Facilities prior to the Effective Time or resulting out of the release or disposal of Hazardous Substances at, in, on, under or from (A) any Multiemployer Plan of Seller the Transferred Facilities or in which Seller participates (including any withdrawal Liability the Shared Facilities, to the extent such release or other Liability related disposal first existed, occurred or arose prior to unfunded or under-funded benefits)the Effective Time, or (Bii) ownership or operation of the Excluded Assets from and after the Effective Time, in each case including, without limitation, those relating to (y) any obligation non-compliance with any Environmental Law or (z) the investigation, removal, cleanup or remediation of Seller any Hazardous Substances at, on, in, under or from any Transferred Facility, any Shared Facility, any offsite disposal location or any other property (and in each case other than such Liabilities deemed to provide or make available post-retirement welfare benefits or welfare benefit coverage be Included Liabilities pursuant to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii8.2(e)); (viii) all employment and employee benefits-related liabilities, obligations, commitments, claims and other Losses relating to employees of Seller or any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunderof its Affiliates other than the Covered Employee Liabilities; (viiij) any all Liabilities, obligations and commitments of Seller or its Affiliates to the extent relating to or arising out of Excluded Assets; (k) all Liabilities, obligations and commitments with respect to Excluded Taxes; (l) Transfer Taxes that are the responsibility of Seller pursuant to Section 7.6(b). (m) all Liabilities (arising from any injury to or death of any Person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other than Liabilities disclosed hereunder legal or in the Disclosure Schedules hereto and other than Liabilities equitable theory, to the extent arising out of, relating to from defects in products manufactured or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller services performed in the operation of connection with the Business by or on behalf of Seller or its Affiliates prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000Effective Time; (ixn) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller or its Affiliates or related to the Business arising out of or relating to any Proceedings against Seller or its Affiliates and which shall have been asserted prior to the Effective Time or to the extent arising out ofthe basis of which shall have arisen or shall relate to periods prior to the Effective Time (in each case other than such Liabilities deemed to be Included Liabilities pursuant to Section 8.2(e)); (o) the Excluded Current Liabilities and all Liabilities with respect to all Liens and Permitted Liens on the Included Assets (other than Permitted Liens described in clause (iii) and (v) of the definition thereof and lease obligations, relating Seller Licenses-In and Seller Licenses-Out to or resulting from the extent expressly assumed by Buyer hereunder) and the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant existing as of immediately prior to the Transition Services AgreementEffective Time, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing)regardless of when such Liabilities come due; and (xip) any and all Liabilities of Seller arising out ofor its Affiliates for any fees, relating expenses or other payments to any agent, broker, investment banker or resulting from other firm or Person retained or employed by Seller or its Affiliates in connection with the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the Closingtransactions contemplated by this Agreement.

Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary, Buyer Purchaser and the Designee shall not assume, be deemed to have assumed, be obligated to assume or otherwise be obligated obliged to pay, perform or discharge otherwise discharge, or in any other way be liable or responsible for, any Liabilities other than the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement Assumed Liabilities (all of such Liabilities not so assumed by Buyer being referred Purchaser pursuant to herein as Section 2.4, collectively, the “Excluded Liabilities”):) and Sellers and their Affiliates shall be solely and exclusively liable with respect to all such Liabilities. Without limiting the foregoing, Purchaser shall not be obligated to assume, and does not assume, and hereby disclaims all of the Excluded Liabilities, which, for the avoidance of doubt, include: (ia) any and all Environmental Claims (whether asserted before or after the Closing) arising out of, relating to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted Liabilities incurred prior to the Closing Date or relates that relate to conduct or arise in connection with the operation of Seller occurring before the ClosingBusiness or Sellers prior to the Closing Date; (iiib) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, Liabilities relating to the Excluded Assets (including the Excluded Contracts) or resulting from any other asset that is not a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the ClosingPurchased Asset; (ivc) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Planwith respect to (i) the employment or performance of services, any offer letter or any employee-related program, policy, funding vehicle termination of employment or Contract with any employee of Seller maintained or implemented services by Seller the Sellers or any of its their Affiliates, of any individual on or before the Closing Date, (ii) workers’ compensation claims against Sellers related to the Business that relate to the period on or before the Closing Date, irrespective of whether such Liability arises claims are made prior to, on to or after the Closing Date; Closing, (viii) any and all LiabilitiesWARN, irrespective of whether such Liabilities arise prior to, to or after the Closing and insofar as such Liabilities under WARN relate to employees of any Seller which are not employed by Purchaser on or after the Closing; or (iv) any Seller Plan (collectively, “Employee Liabilities”); (d) all Liabilities arising out of, under or in connection with Contracts that are not Purchased Contracts and, with respect to Purchased Contracts, Liabilities in respect of a breach by or default of the Sellers or the Business accruing under such Contracts with respect to any period prior to Closing; (e) all Cure Amounts up to $100,000; (f) all Liabilities arising out of, under or in connection with any indebtedness of the Sellers or the Business; (g) all Liabilities for (i) Transfer Taxes that are the responsibility of the Sellers pursuant to Sections 11.1, (ii) Taxes of the Sellers (or any Affiliate or equityholder thereof), (iii) Taxes that relate to the Purchased Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date, including Taxes allocable to the Sellers or the Business pursuant to Sections 11.1 and 11.2, and (iv) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (h) all Liabilities in respect of any pending or threatened Action, or any claim arising out of, relating to or resulting from otherwise in respect of (i) the operation of the Business to the extent such Action or claim relates to such operation on or prior to the Closing Date, (ii) any Excluded Asset or (iii) any Product Inventory or Product distributed or sold by or on behalf of the Business prior to the Closing Date; (i) all Liabilities relating to or arising under any hedging or swap agreements of the Sellers or the Business; (j) any Liability with respect to Seller Expenses; (k) all Environmental Costs and Liabilities, to the extent arising out of or otherwise related to (A) the ownership or operation by the Sellers of the Leases (or any Multiemployer Plan of Seller condition thereon) on or in which Seller participates prior to the Closing Date (including (x) the release or continuing release (if existing as of the Closing) of any withdrawal Liability Hazardous Substance, regardless of by whom or other Liability related to unfunded or under-funded benefits(y) any noncompliance with Environmental Laws), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee the operation of the Business on or Sellerprior to the Closing Date, (C) the Excluded Assets or any other real property formerly owned, operated, leased or otherwise used by the Sellers or (D) from offsite transportation, storage disposal, treatment or recycling of Hazardous Substances generated by and taken offsite by or on behalf of the Sellers prior to and through the Closing Date; (vil) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable amounts required to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted be paid by the Sellers hereunder; (viiim) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating of or otherwise related to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation failure of the Business prior or any Product or any Product Inventory, to the Closing) arising out of, relating to comply with any applicable Laws on or resulting from any violation of Law by Seller prior to the Closing to Date regardless of when such non-compliance becomes the extent that such Liabilities exceedsubject of an enforcement Action, in the aggregateproduct recall, $10,000,000or third-party claim; (ixn) any and all Liabilities not arising out of, relating to the balance deferred or resulting from unpaid of the purchase price of any property, assets, securities or services (including all Tax-related payments, seller notes, any earnout or similar contingent obligation and purchase price holdbacks (including purchase price settlement), in each case, calculated as the maximum amount payable under or pursuant to such obligation) of the Sellers or the Business; (xo) except to all Liabilities by which a Seller or any of its Affiliates assures a creditor or other party against loss (including obligations in respect of letters of credit, performance bonds, bankers acceptances, indemnities or similar obligations); (p) all Liabilities in respect of all obligations under leases of the extent set forth Sellers or the Business which have been or must be recorded as capital or finance leases in Schedule 2.3(a)(iithe Financial Statements or in accordance with GAAP; (q) all Liabilities in respect of payables to, and other Liabilities of or Article VII or pursuant to the Transition Services Agreementto, any and all Liabilities Related Person or Affiliate of the Sellers or the Business, or any immediate family member of such Related Person or Affiliate; (r) any Liability arising out of the violation of any Law by any Seller; (s) any Liability arising out of the failure of any Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and comply with respect to recall rights under the Collective Bargaining Agreement after the Closing)any Contract; and (xit) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viiithose items set forth on Schedule 2.5(t), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the Closing.

Excluded Liabilities. Notwithstanding anything to any other provision of this Agreement, except for the contraryAssumed Liabilities expressly specified in Section 2.2, Buyer shall not assume assume, or otherwise be obligated to payresponsible for, perform any of Seller's liabilities or discharge the following Liabilitiesobligations, except whether actual or contingent, matured or unmatured, liquidated or unliquidated, known or unknown, or related or unrelated to the extent accrued in Business or the categories listed in Appendix A and in Assets, whether arising out of occurrences prior to, at or after the Adjusted Net Investment Amount on the Final Statement date hereof (all of such Liabilities not so assumed by Buyer being referred to herein as the “collectively, "Excluded Liabilities”):"), which Excluded Liabilities include, without limitation: 2.3.1 any liability or obligation to or in respect of any employees or former employees of Seller including without limitation (i) any and all Environmental Claims (employment agreement, whether asserted before or after the Closing) arising out ofnot written, relating to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employeesperson, of (ii) any liability under any employee plan at any time maintained, contributed to or required to be contributed to by or with respect to Seller or under which Seller has Knowledgemay incur liability, or violation any contributions, benefits or liabilities therefor, or any liability with respect to Seller's withdrawal or partial withdrawal from or termination of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or plan and (Biii) any actual claim of an unfair labor practice, or alleged any claim under any state unemployment compensation or worker's compensation law or regulation or under any federal or state employment discrimination by the Companylaw or regulation, any of its Subsidiaries which shall have been asserted on or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing Date or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to is based on acts or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, omissions which occurred on or after prior to the Closing Date; (v) 2.3.2 any and all Liabilitiesliability or obligation of Seller in respect of any Tax; 2.3.3 any liability arising from any injury to or death of any person or damage to or destruction of any property, whether such Liabilities arise prior tobased on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in products sold or services performed by or on behalf of Seller or any other person or entity on or after prior to the Closing Date, or arising out offrom any other cause, including without limitation any liabilities arising (on a date of occurrence basis or otherwise) on or prior to the Closing Date relating to the use or resulting from (A) any Multiemployer Plan misuse of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or SellerEquipment; (vi) 2.3.4 any and all Liabilities liability or obligation of Seller arising out of, relating of or related to any Action against Seller or resulting from Taxes any Action which adversely affects the Assets and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed which shall have been asserted on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing Date or to the extent that such Liabilities exceed, in the aggregate, $10,000,000basis of which shall have arisen on or prior to the Closing Date; 2.3.5 any liability or obligation of Seller resulting from entering into, performing its obligations pursuant to or consummating the transactions contemplated by, this Agreement (ix) including without limitation any and all Liabilities not liability or obligation of Seller pursuant to Article VIII hereof); 2.3.6 any liability or obligation related to the Facilities; 2.3.7 any liability or obligation arising out of, of any environmental law; 2.3.8 any liability or obligation arising under or related to any lease relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing)Real Property; and (xi) 2.3.9 any and all Liabilities outstanding debt obligations of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the ClosingSeller.

Excluded Liabilities. Notwithstanding anything to the contrary, Buyer shall have no responsibility for any obligations or liabilities of Seller of any nature whatsoever which are not assume or otherwise be obligated to pay, perform or discharge included in the following Assumed Liabilities, except to the extent accrued in the categories listed in Appendix A whether now existing or hereafter arising, and in the Adjusted Net Investment Amount on the Final Statement whether known or unknown (all of such Liabilities not so assumed by Buyer being referred to herein as collectively, the “Excluded Liabilities”):), including: (ia) any and all Environmental Claims (liability for taxes of Seller, whether asserted before or after the Closing) arising out of, relating not attributable to or resulting from the conduct of the Business prior to the Closingor Assets, including all income, sales and use taxes, employment and payroll taxes (including withholding) and property taxes; (iib) subject to Article VIII, any all accrued and unpaid accounts payable of Seller and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee accrued expenses of Seller, or breach or default by Seller each as of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (vc) all accrued liabilities, obligations or commitments of Seller to employees and former employees who performed services to the Seller prior to the Closing Date; provided, however, that Buyer will honor and allow up to two weeks of accrued but unused (prior to Closing) vacation time for any employees of Seller hired by Buyer and provided further that Buyer will assume the obligation of paying employee retention bonuses for employees of the Business, with 50% of such bonuses paid within 10 days of Closing and the remaining 50% paid 180 days following Closing, as set forth on Schedule l.4(c) hereto; (d) any liability, obligation or commitment of Seller for costs and all Liabilitiesexpenses in connection with the negotiation and execution of this Agreement or any other document entered into by Seller after the date hereof or the consummation of the transactions contemplated hereby or thereby; (e) any claims asserted by employees or former employees of Seller, whether or by dependents of such Liabilities arise persons, for acts or omissions occurring prior to, to the Closing Date; (f) any liability of Seller under any Contract that is not an Assumed Contract; (g) any liability of Seller to any related person of Seller; (h) any obligation or liability relating to any actual or alleged violation or liability arising under environmental laws occurring prior to or present on or after the Closing Date, arising out ofregardless of whether such obligations or liabilities relate to Seller’s ownership or operation of the Assets, relating to any predecessor, owner, tenant, occupant or resulting from (A) any Multiemployer Plan user of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits)the Assets, or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of other party unrelated to the Business or SellerAssets; (vii) any all liabilities and all Liabilities obligations of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 a breach or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000Date of any Assumed Contract or License; (ixj) any and all Liabilities not action, suit or proceeding pending as of the Closing Date, or any subsequent claim, action, suit or proceeding arising out of, of or relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business by Seller on or prior to the ClosingClosing Date; (k) except as otherwise provided in Section 1.3, all liabilities and obligations and commitments of Seller relating to the ownership, operation or condition of the Business or the Assets prior to the Closing Date and all liabilities and obligations and commitments arising out of or relating to the Excluded Assets.

Excluded Liabilities. Notwithstanding anything to the contrary, Buyer shall not assume or otherwise be obligated to pay, perform or otherwise discharge or be responsible or liable for any indebtedness, Taxes, warranties, representations, indemnity agreements, rebates, offsets, vendor margin guarantees, liabilities, chargebacks, allowances, discounts, duties or obligations of Seller other than the following LiabilitiesAssumed Liabilities (collectively, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”):). The Excluded Liabilities include all Taxes of Seller attributable to the Purchased Assets and the Business with respect to any period or portion thereof that ends on or prior to the Closing Date other than those Taxes listed in the Assumed Liabilities and Buyer shall not assume or pay (directly or indirectly) any such Taxes unless specifically listed on Schedule 2.3, provided that, for this purpose, with respect to any such Taxes that are payable with respect to a taxable period that begins before the Closing Date and that ends after the Closing Date, the portion of such Taxes allocable to the portion of such taxable period ending on the Closing Date shall equal the amount of such Taxes for such taxable period, multiplied by a fraction, the numerator of which is the number of days in the portion of such taxable period ending on the Closing Date and the denominator of which is the number of days in the entire taxable period. Notwithstanding any provision in this Agreement or any other writing to the contrary, Excluded Liabilities shall further include, without limitation: (ia) all liabilities and obligations arising out of any and all Environmental Claims (whether asserted before action, suit, claim, inquiry, proceeding or after investigation pending or threatened as of, or arising out of or relating to any event or condition occurring or existing prior to, the Closing; (b) all liabilities and obligations arising out of, of or relating to any violation of any law, rule, writ, regulation, judgment, injunction, order or resulting from the conduct decree occurring or arising out of the Business or relating to any event or condition occurring or existing prior to the Closing; (c) all liabilities and obligations for (i) all costs and expenses incurred or owed in connection with the administration of the Chapter 11 Case (including the fees and expenses of attorneys, accountants, financial advisors, consultants and other professionals retained by Seller, the creditors’ committee, the postpetition lenders or the prepetition lenders incurred or owed in connection with the administration of the Chapter 11 Case) other than those included in the DIP Budget through and including the date of Closing and (ii) subject all costs and expenses of Seller in connection with the transactions contemplated under this Agreement, and any contracts, instruments and actions related thereto other than those included in the DIP Budget through and including the date of Closing; (d) all liabilities and obligations for or relating to Article VIIIindebtedness for borrowed money, any including the Subordinated Secured Debt Instruments (other than under the DIP Financing, not to exceed the Maximum DIP Assumption Amount, which shall be assumed and paid by Buyer at Closing, and the Winfield Note, which shall be assumed or paid by Buyer at the Closing; (e) all Claims liabilities and obligations relating to an Excluded Asset; (f) other than as required by or for the benefit of any current or former employee of the Business Section 2.5, all liabilities, commitments and obligations that arise (whether asserted before under the Assumed Contracts or after the Closingotherwise) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating with respect to the employment of Purchased Assets or the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted use thereof prior to the Closing or relates that relate to conduct periods prior to the Closing or are to be observed, paid, discharged or performed prior to the Closing (in each case, including all liabilities that result firm, relate to or arise out of tort or other product liability claims); (g) any and all of Seller’s Benefit Plans or any liability with respect to Seller’s Benefit Plans or Seller’s Benefit Plans of any other entity (“ERISA Affiliate”) related to Seller under Section 414(b), (c), (m) and (o) of the Code, including, but not limited to, the following: (i) any excise tax, penalty tax, monetary sanction or fine related to Seller’s Benefit Plans or any employee benefit plans of an ERISA Affiliate of Seller occurring before that may be imposed by the Department of Labor (“DOL”), Internal Revenue Service (“IRS”) or any other governmental agency; (ii) any obligation to provide health care continuation coverage as set forth in Title I, Part 6 of ERISA and Code Section 4980B (“COBRA Liability”) related to Seller’s Benefit Plans or any employee benefit plans of an ERISA Affiliate of Seller (except to the extent applicable law imposes COBRA Liability on Buyer); (iii) any required contributions or underfunding liabilities which may exist for Seller’s Benefit Plans or any employee benefit plans of an ERISA Affiliate of Seller; (iv) any prohibited transactions as defined in Section 406 of ERISA or Section 4975 of the Code which may have occurred; (v) any action, suit, grievance or other manner of litigation, or claim with respect to the assets thereof or any of the employee benefit plans or administration or payment of benefits thereunder, which is pending or threatened against or with respect to any of the employee benefit plans, Seller, any ERISA Affiliate or any fiduciary, as such term is defined in Section 3(21) of ERISA, including, but not limited to, any action, suit, grievance or other manner of litigation, or claim regarding conduct that allegedly interferes with the attainment of rights under Seller’s Benefit Plans or any employee benefit plans of an ERISA Affiliate of Seller, (vi) any liability for failure to comply with ERISA or the Code for any action or failure to act in connection with the administration, operation or investment of Seller’s Benefit Plans or any employee benefit plans of an ERISA Affiliate of Seller; and (vii) any action, suit, grievance or other manner of litigation, or claim with respect to Seller’s Benefit Plans or any employee benefit plans of an ERISA Affiliate of Seller by the DOL, IRS or any other governmental agency; (h) all liabilities or obligations for fraud, breach, misfeasance, malfeasance, or under any other theory relating to Seller’s conduct, performance or nonperformance under any agreement; (i) all liabilities and obligations of any kind under any contract that is not an Assumed Contract; (j) any liability or obligation under any Environmental Laws known to Seller prior to Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (vk) any and all Liabilities, whether such Liabilities arise prior to, on liability or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing)Workers Adjustment and Retraining Notification Act or similar laws; and (xil) except as set forth in Section 2.3 above, any liabilities and all Liabilities obligations of Seller arising out of, relating to any kind associated with those items referenced or resulting from the Excluded Assets described scheduled in Sections 2.2(b)(viii), (xi)(a), (xv) 5.10 and (xvii) to the extent not related to the conduct 5.14 of the Business prior to the Closingthis Agreement.

Excluded Liabilities. Notwithstanding anything to the contraryExcept as specifically set forth in this Agreement, Buyer SV shall not assume or otherwise be obligated to payaccept any of Seller's liabilities. Without limiting the generality of the foregoing, perform SV shall not assume or discharge accept any of the following Liabilities, except to liabilities (the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”"EXCLUDED LIABILITIES"): (i) any and all Environmental Claims (for taxes, whether asserted before federal, state, local or after the Closing) arising out of, relating to foreign or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit assessments of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (v) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtednesskind, including any Guarantees not listed on Schedule 6.20 interest, additions to tax or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities penalties applicable thereto with respect to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the ClosingEffective Date; (ii) arising out ofof any intercompany transactions between Seller and AEP or any subsidiary thereof or person or entity affiliated therewith; (iii) arising out of any performance, nonperformance or improper performance of the Assigned Contracts prior to the Effective Date, including any royalties and commissions payable on sales made prior to the Effective Date; (iv) for warranty claims made after the Effective Date for service, repair, replacement and similar work with respect to Assets sold, licensed or leased or services provided prior to the Effective Date (except as set forth in Section 4.7 hereof); (v) for product liabilities arising with respect to Assets sold, licensed or leased or services provided prior to the Effective Date; (vi) arising out of any alleged damage to the environment or any liability for environmental cleanup costs arising out of occurrences, circumstances or actions commencing or in existence prior to the Effective Date; (vii) for any judicial or administrative action, suit, proceeding or investigation, pending or threatened on, or based on events occurring prior to, the Effective Date, relating to Seller, AEP or resulting from the Assets; (viii) for noncompliance with or violations of any violation of Law by Seller law, rule, regulation, statute, ordinance, permit, judgment, injunction, order, decree, license or other governmental authorization or approval prior to the Closing Effective Date applicable to Seller, AEP, the extent that such Liabilities exceed, in Business or the aggregate, $10,000,000Assets; (ix) for any and all Liabilities not arising out ofagreements, relating contracts or arrangements entered into prior to or resulting from the BusinessEffective Date with Seller's employees (except to the extent any such agreement is an Assigned Contract); (x) arising out of or related to any Excluded Contracts either before or after the Effective Date, except as specifically set forth herein; (xi) for any notes payable or other obligations of Seller occurring prior to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing)Effective Date; and (xixii) for any and all Liabilities trade liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the ClosingSeller.

Excluded Liabilities. Notwithstanding anything the provisions of Section 2.4 or any other provision hereof or any Schedule or Exhibit hereto, and regardless of any disclosure to the contraryBuyer, Buyer shall not assume or otherwise be obligated to pay, perform or otherwise discharge (and Seller shall retain, pay and perform without recourse whatsoever to Buyer) any liabilities, obligations or commitments of Seller or any Affiliate of Seller, whether direct or indirect, known or unknown, absolute or contingent other than the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement Assumed Liabilities (all of such Liabilities liabilities, obligations and commitments not so assumed by Buyer being referred to herein as the “"Excluded Liabilities”):"), including those described in the following categories: (a) any liability or obligation related to Excluded Taxes; (b) any liabilities and obligations relating to, resulting from or arising out of the Transferred Subsidiaries and their Subsidiaries on or prior to the Closing Date; (c) any liabilities and obligations relating to, resulting from or arising out of Actions that are either pending as of the Closing Date or that subsequently arise out of circumstances or events occurring or existing, in whole or in part, on or prior to the Closing Date, including the Actions listed or referred to on Schedules 3.8(b), 3.13(b) and 3.13(c); (d) any liabilities and obligations relating to, resulting from or arising out of Actions, whether founded upon successor or predecessor liability, negligence, breach of warranty, strict liability, theories of design defect or failure to warn and/or other similar legal theories, seeking compensation or recovery (including punitive and exemplary damages) for or relating to personal injury or property damage caused or allegedly caused by or related to any products manufactured on or before the Closing Date (for purposes of this Section 2.5(d) and Section 2.5(j), products for which it cannot be determined whether they were manufactured before or after the Closing Date shall be deemed to have been manufactured and sold before the Closing Date if the personal injury or property damage occurs on or prior to the first anniversary of the Closing and shall be deemed to have been manufactured after the Closing Date if the personal injury or property damage occurs after the first anniversary of the Closing); (e) any liabilities and obligations relating to, resulting from or arising out of workers' compensation claims resulting from injury, disease, disability or otherwise that occurs on or prior to, or relates to circumstances that exist before, the Closing Date (for purposes of this Section 2.5(e), an injury, disease, disability or otherwise, any part of which occurs on or before the Closing Date, shall be deemed to have occurred before the Closing Date); (f) any liabilities and obligations relating to, resulting from or arising out of any violation of Law (whether known or unknown) occurring or existing, in whole or in part, on or prior to, the Closing Date; (g) the Environmental Liabilities and Costs; (h) any liabilities and obligations relating to the Excluded Assets or not arising from the Business; (i) any liabilities and all Environmental Claims (whether asserted before obligations relating to, resulting from or after the Closing) arising out of, relating to of claims of infringement or resulting from the conduct other misappropriation of the Business prior intellectual property rights of other Persons with respect to the Closing; (ii) subject to Article VIIIdesign, any and all Claims by testing, manufacture, marketing, use, sale, lease or for the benefit importation of any current products on or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing;Date; 20 (iiij) subject to Schedule 2.3(a)(ii) all liabilities and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities obligations under or Employment Agreements with Business Employees not assumed by Buyer pursuant to any Purchased Section 5.5(l)(ii), Third-Party Leases, Contracts and Licenses that are not assigned or transferred to Buyer at the Closing Date pursuant to this Agreement, except to the extent set forth provided in Schedule 2.3(a)(iiSection 2.6; (k) any liabilities and obligations for punitive damages relating to, resulting from or Article VIII arising out of events, facts or pursuant circumstances existing or occurring on or prior to the Transition Services AgreementClosing Date; (l) any liabilities and obligations relating to, any and all Liabilities resulting from or arising out of, relating of accounts payable to any Person on or resulting from any Employee Benefit Plan, any offer letter prior to the Closing Date and intercompany or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by intracompany payables to Seller or any of its Affiliates, whether such Liability arises prior ; (m) any liabilities for Debt; (n) any obligations and liabilities relating to Business Employees that are not expressly assumed by Buyer pursuant to Section 5.5 or which are retained by Seller pursuant to Section 5.5; (o) any product warranty liabilities relating to, resulting from or arising out of products sold or consigned on or after prior to the Closing Date;; and (vp) any all other obligations and all Liabilitiesliabilities with respect to the Transferred Employees, whether such Liabilities arise prior toknown or unknown, absolute or contingent, arising out of facts, activities or events first occurring on or after prior to the Closing Date (except as expressly included in Assumed Liabilities or specified in Section 5.5). On the Closing Date, arising out ofSeller shall execute and deliver to Buyer one or more Assumption Agreements, relating pursuant to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability shall accept, assume and agree to pay, perform or other Liability related otherwise discharge, in accordance with their respective terms and subject to unfunded or under-funded benefits)the respect conditions thereof, or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee the liabilities and obligations of the Business or Seller; (vi) any Transferred Subsidiaries and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or their Subsidiaries pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from under the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the ClosingLiabilities.

Excluded Liabilities. Notwithstanding anything any provision of this Agreement to the contrary, the Buyer is only assuming the liabilities and obligations of the Seller expressly set forth in Section 2.1. Without limiting the generality of the foregoing, the Buyer is not assuming, and the Seller and Parent shall not assume or otherwise be obligated to remain responsible for and shall promptly pay, perform or discharge and discharge, all of the following liabilities and obligations of the Seller and Parent, other than the Assumed Liabilities (the "Excluded Liabilities"), such that the Buyer will incur no liability in connection therewith, and the Seller and Parent shall jointly and severally indemnify the Buyer with respect to and shall hold the Buyer harmless from and against all such Excluded Liabilities, except including but not limited to the following: (a) any obligation or liability of the Seller to its stockholder or Parent to its stockholders; (b) any obligation or liability arising out of any Real Property Lease or Assigned Contract that (A) subject to Section 1.3, was not capable of being assigned to the Buyer as of the Closing until such time as such Real Property Lease or Assigned Contract has effectively been assigned, or the benefits thereof made available, to the Buyer, (B) is required by the terms thereof to be discharged on or prior to the Closing or (C) relates to or arises out of a breach or default by the Seller on or prior to the Closing (including any event occurring at or prior to the Closing that with the lapse of time or the giving of notice, or both, would become a breach or default) under any Real Property Lease or Assigned Contract; (c) any obligation or liability of either the Seller or Parent arising from a breach of a representation or warranty herein on its part or its failure to fully, faithfully and promptly perform any agreement or covenant on its part contained herein; (d) any obligation or liability of either the Seller or Parent to the extent accrued in the categories listed in Appendix A and in same arose prior to the Adjusted Net Investment Amount on the Final Statement (all Closing out of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”): (i) any and all Environmental Claims (whether asserted before or after the Closing) arising out of, relating to or resulting from noncompliance with any federal, state or local Laws, whether relating to the conduct environment, the health and safety standards applicable to employees, employee benefit plans, wage and hour Laws or other labor related matters or otherwise; (e) any obligation or liability of either the Seller or Parent to the extent that the Seller and/or Parent shall be indemnified by an insurer; (f) any expenses of the Seller or Parent incurred in connection with the transactions contemplated hereunder; (g) any obligation or liability relating to the operation of the Business or the operation or use of the Acquired Assets, in each case, prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (Ah) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, obligations or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller liabilities relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the ClosingExcluded Assets; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (vi) any and all Liabilities, whether such Liabilities arise prior to, on obligations or after the Closing Date, arising out of, relating to or resulting from liabilities for Taxes (A) any Multiemployer Plan of Seller or as defined in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii5.8(e)); (viij) any Indebtednesspension, including profit-sharing or workmen's compensation or post retirement plan and any Guarantees not listed on Schedule 6.20 liability or otherwise permitted hereunderobligation arising thereunder; (viiik) any all claims of current and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent former employees arising out ofof events, relating to conditions and circumstances existing or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business occurring prior to the Closing) arising out of, relating to or resulting from including, but not limited to, wages, salary, bonus, other employee compensation, reimbursement obligations, medical and health claims, disability claims and any violation accrual of Law by Seller prior to any of the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing)foregoing; and (xil) any and all Liabilities of Seller arising out of, obligation or liability relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) Regulated Books and (xvii) to the extent not related to the conduct of the Business prior to the ClosingRecords.

Excluded Liabilities. Notwithstanding anything to the contrary, provisions of Section 3A the Buyer shall will not assume or otherwise become responsible for, and will not be obligated deemed to payhave assumed or have become responsible for, perform any other obligation or discharge liability of the following LiabilitiesSeller, except to the extent accrued Seller Shareholder, or any of their affiliates whatsoever other than as specifically set forth in the categories listed in Appendix A Section 3A (with all such unassumed liabilities and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being obligations referred to herein collectively as the “"Excluded Liabilities”): (i) any and all Environmental Claims (whether asserted before or after "). Without limiting the Closing) arising out of, relating to or resulting from the conduct generality of the Business prior foregoing, the Buyer will not assume or become responsible for and will not be deemed to the Closing;have assumed or to have become responsible for: (ii) subject to Article VIII, a. any and all Claims by liability or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules obligation arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing DateDate in connection with any Excluded Asset; b. any liability or obligation of the Seller, any of its affiliates or any of their respective predecessors under any Environmental Laws arising out of or in any way related to any event, transaction, condition, practice, release or occurrence on or prior to the Closing Date, including but not limited to any liability or obligation resulting from any violation of Environmental Laws in connection with the generation, storage, presence, use, handling, treatment, transportation, disposal or release of any Hazardous Materials by the Seller, any of its Affiliates or any of their respective predecessors; c. any liability or obligation (vwhether assessed or unassessed) of the Seller or any and all Liabilitiesof its affiliates with respect to any Taxes, whether such Liabilities arise including any Taxes arising by reason of the transaction contemplated by this Agreement or any of the Related Agreements, as of or for any period prior to, on or after the Closing Date, arising out ofexcept for accrued payroll or employment taxes, relating to property taxes and single business taxes specifically included on the Financial Statement included as Exhibit 11.G; d. any liability or resulting from (A) any Multiemployer Plan obligation of the Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage its Affiliates to any current or former officer, director, stockholder employee with respect to worker's compensation claims made after the Closing Date by current or employee of the Business or Seller; (vi) any and all Liabilities former employees of Seller arising out of, relating with respect to conditions or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed occurrences commencing on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing Date; or e. any liability or obligation of the Seller or any of its affiliates with respect to the extent that such Liabilities exceedany civil or criminal litigation, in the aggregateproceeding, $10,000,000; (ix) any and all Liabilities not arising out of, investigation or claim relating to or resulting from the Business;involving allegations of criminal conduct, civil fraud or intentional misconduct. (x) except to the extent set forth in Schedule 2.3(a)(ii) f. product warranty liabilities, including product defects, for products produced by Seller on or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the ClosingClosing Date and shipped to customers not later than 90 days following the Closing Date.

Excluded Liabilities. Notwithstanding anything to Except for the contraryAssumed Liabilities, Buyer Purchaser shall not assume or otherwise be obligated to pay, perform perform, discharge or discharge in any way be responsible for any Liability of Seller, any related or affiliated Person or the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement Business (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”):). Without limiting the foregoing, and notwithstanding anything in Section 2.6 to the contrary, the Assumed Liabilities will not include and Purchaser will not assume any Liability of Seller, any related or affiliated Person or the Business with respect to: (ia) any Liabilities of Seller under this Agreement and all Environmental Claims any agreement executed pursuant hereto or contemplated hereby; (whether asserted before b) other than the Assumed Liabilities, any Liabilities in connection with, resulting from or after the Closing) arising out of, relating to directly or resulting from indirectly, the conduct ownership of the Transferred Assets or the operation of the Business on or prior to the Closing Date, including (i) returns or refunds for any products or services sold by Seller prior to Closing, whether or not related to the Transferred Products; (iii) royalties or fees due for use or distribution of any products or services sold by Seller prior to Closing, whether or not related to the Transferred Products; (iv) any failure to comply with data collection, e-commerce and privacy laws and regulations; and (v) any Liability of Seller or the Business arising out of violations of law, infringement of third party Intellectual Property Rights, actions or omissions of Seller or the Business, or breaches of any agreement, contract, indenture, instrument, guarantee or other similar agreement occurring on or prior to the Closing; (iic) subject any legal, accounting, brokerage, finder’s fees or other expenses, if any, incurred by Seller or the Business in connection with this Agreement or the consummation of the Transactions; (d) any Liabilities of Seller or the Business for borrowed money; (e) any Liabilities with respect to Article VIII, any and all Claims by or for the benefit Taxes of any current nature for all periods (or former employee of the Business (whether asserted before portions thereof) beginning on or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing Date and any Taxes recognized or relates to conduct owed as a result of Seller occurring before this Agreement or the Closingconsummation of the Transactions; (iiif) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the ClosingExcluded Employee Liabilities; (ivg) except claims for Liabilities under injury to person or pursuant to any Purchased Contracts and except property regardless of when made or asserted, which relate to the extent set forth in Schedule 2.3(a)(ii) products and services sold or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented delivered by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (v) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii); specifically, and (xviii) (other than Liabilities without limiting the generality of the foregoing, Purchaser expressly does not assume or agree to pay or be responsible for which Buyer is expressly liable pursuant to claims, whether foreseeable or unforeseeable, based on successor liability doctrines conceptualized under such rubrics as the Transition Services Agreement“product line”, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing)“continuity of enterprise” or “de facto merger” doctrines; and (xih) any and Liability of Seller or the Business with respect to the Excluded Assets. Seller agrees to satisfy all Liabilities of Seller arising out of, relating with respect to or resulting from the Excluded Assets described Liabilities whether known at Closing or thereafter determined, as and when due, and Seller shall indemnify and hold Purchaser harmless therefrom in Sections 2.2(b)(viii)accordance with Section 8.2, (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the Closingas set forth herein.

Excluded Liabilities. Notwithstanding anything to Other than the contraryAssumed Liabilities, Buyer shall will not assume any Liabilities of any Seller or otherwise be obligated to paywhich the Purchased Assets are subject (collectively, perform or discharge the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”):) whether under this Agreement or any other Transaction Document. The Excluded Liabilities will remain the sole responsibility of and retained by the Sellers, and the Excluded Liabilities will be paid, performed, and discharged solely by Sellers (or any of their Affiliates on behalf of the Sellers). Without limiting the foregoing, the Excluded Liabilities include all of the following: (a) any Liability of any Seller for or relating to Indebtedness; (b) any Liability of any Seller or Principal for (i) any and all Environmental Claims (whether asserted before Taxes for or after the Closing) arising out of, relating to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of Business, the current Purchased Assets, or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employeeAssumed Liabilities, in the case of each of clause (A) and clause (B)case, to the extent such Claim is asserted for any taxable period ending on or prior to the Closing Date and (ii) any other Taxes of any Seller or relates any of their respective equity holders (other than Taxes for which Buyer is responsible pursuant to conduct this Agreement) for any taxable period; (c) any Liability of any Seller arising as a result of or out of any claim, legal, or equitable Proceeding pertaining to or relating in any way to the Business or the Purchased Assets occurring on or before the Closing; (iiid) subject to Schedule 2.3(a)(iiany Liability of any Seller incurred in connection with the making or performance of this Agreement or any other Transaction Document or the consummation of the Transaction, including any broker’s fees and legal fees; (e) and Article VIII, any and all Claims Liability of any Seller arising out of, relating to of or resulting from a Collective Bargaining Agreement between the Union and Seller other than non-compliance with any such Claims involving recall rights of laid-off employees after Law or Order occurring on or before the Closing; (ivf) except for Liabilities under any Liability of any Seller or pursuant any Person that together with any Seller would be deemed a “single employer” within the meaning of Section 414 of the Code (an “ERISA Affiliate”) arising out of any Benefit Plan or any Liability with respect to any Purchased Contracts and except such plan of such Seller or the termination of any such plan; (g) any Liability of any Seller to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreementpay wages, commissions, including any and all Liabilities arising out ofunpaid Residuals-related commissions, relating to or resulting from any Employee Benefit Planbonuses, any offer letter severance, vacation pay, or any employee-related programother amounts (e.g., policy, funding vehicle management fees) due as a result of or Contract with any employee arising from a change of control or asset sale involving such Seller maintained or implemented by Seller (or any of its Affiliates), whether such Liability arises prior toany termination of employment or any employment agreement as a result of, on or after in connection with, the Closing Dateof the Transactions; (vh) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating related to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing)Assets; and (xii) any and all Liabilities of Seller arising out of, other pre-Closing Liability relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to or the ClosingPurchased Assets, other than any Liabilities expressly described as an Assumed Liability within the definition thereof.

Excluded Liabilities. Notwithstanding anything to any other provision of this Agreement, except for the contraryAssumed Liabilities expressly specified in Section 2.2, Buyer shall not assume assume, or otherwise be obligated to payresponsible for, perform any Liabilities of Seller, whether liquidated or discharge unliquidated, or known or unknown, whether arising out of occurrences prior to, at or after the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement date hereof (all of such Liabilities not so assumed by Buyer being referred to herein as the “"Excluded Liabilities”):"), which Excluded Liabilities include, without limitation: (a) Except as otherwise provided in Section 6.6, any Liability to or in respect of any employees or former employees of Seller including without limitation (i) any and all Environmental Claims (employment agreement, whether asserted before or after the Closing) arising out ofnot written, relating to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employeesperson, of (ii) any Liability under any Employee Plan at any time maintained, contributed to or required to be contributed to by or with respect to Seller or Parent or under which Seller has Knowledgeor Parent may incur Liability, or violation any contributions, benefits or Liabilities therefor, or any Liability with respect to Seller's withdrawal or partial withdrawal from or termination of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or Employee Plan and (Biii) any actual claim of an unfair labor practice, or alleged any claim under any state unemployment compensation or worker's compensation law or regulation or under any federal or state employment discrimination by the Companylaw or regulation, any of its Subsidiaries which shall have been asserted on or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing Date or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to is based on acts or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, omissions which occurred on or after prior to the Closing Date; (vb) Any Liability of Parent or Seller in respect of any Tax (except as contemplated by Section 2.2(e) above and all LiabilitiesSection 2.7 below); (c) Any Liability arising from any injury to or death of any person or damage to or destruction of any property, whether such Liabilities arise based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in products manufactured or from services performed by or on behalf of Seller or any other person or entity on or prior toto the Closing Date; (d) Any Liability of Seller arising out of or related to any Action against Seller or any Action which adversely affects the Assets and which shall have been asserted on or prior to the Closing Date or to the extent the basis of which shall have arisen on or prior to the Closing Date; (e) Any Liability of Parent or Seller resulting from entering into, performing its obligations pursuant to or consummating the transactions contemplated by, this Agreement (including without limitation any Liability of Parent or Seller pursuant to Article X hereof); (f) Any Liability related to any Former Facility or any Lease Buyer elects not to assume pursuant to Section 6.8 hereof; (g) Environmental Claims arising from occurrences prior to the Closing Date; and (h) All intercompany payables of Seller which are owed by Seller to Parent or any entity which, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan is an affiliate of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business Parent or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the Closing.

Excluded Liabilities. Notwithstanding anything the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume or otherwise and shall not be obligated responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement Assumed Liabilities (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”):). Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (ia) any Liabilities of Seller arising or incurred in connection with the negotiation, preparation, investigation and all Environmental Claims performance of this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, including fees and expenses of counsel, accountants, consultants, advisers and others; (whether asserted before b) Indemnified Taxes; (c) any Liabilities in respect of any pending or after the Closing) threatened Action arising out of, relating to or resulting from otherwise in respect of the conduct operation of the Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing Date (d) any product Liability or similar claim for injury to a Person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by Seller, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by Seller on or prior to the Closing Date; (e) any recall, design defect or similar claims of any products manufactured or sold or any service performed by Seller on or prior to the Closing Date; (f) any Liabilities relating to or arising out of the Excluded Assets; (g) any Liabilities of Seller arising under or in connection with any Benefit Plan providing benefits to any present or former employee of Seller; (h) any Liabilities arising prior to Closing of Seller for any present or former employees, officers, directors, retirees, independent contractors or consultants of Seller, including accrued payroll, paid time off, bonuses, success fees, change of control payments, severance payments, retention payments, deferred compensation, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, phantom stock or other equity related compensation arrangements, health or wellness benefits, in each case, regardless of whether such individuals become an employee of Buyer at or following the Closing; (i) any Liabilities arising prior to Closing of Seller under any employment, severance, retention, change of control or termination agreement, or any penalties or damages or late-, under- or non-payment of wages or other compensation, with or relating to any employee or former employee of Seller, regardless of whether such individuals become an employee of Buyer at or following the Closing; (j) any Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing; (iik) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct accounts payable of Seller occurring before existing as of the Closing; (iiil) subject any Liabilities to Schedule 2.3(a)(iiindemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of Seller (including with respect to any breach of fiduciary obligations by same), except for indemnification of same pursuant to Section 8.03 as Seller Indemnitees; (m) any Liabilities under the Excluded Contracts or any other Contracts, including Intellectual Property Agreements, (i) which are not validly and Article VIII, any and all Claims arising effectively assigned to Buyer pursuant to this Agreement; or (ii) to the extent such Liabilities arise out of, relating of or relate to or resulting from a Collective Bargaining Agreement between the Union and breach by Seller other than any of such Claims involving recall rights of laid-off employees after the Contracts prior to Closing; (ivn) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, events occurring on or after prior to the Closing Date, including those arising from Seller’s conduct of the Business or Seller’s use, operation or ownership of the Purchased Assets on or prior to the Closing Date; (vo) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent Seller’s members, including any Liability or Action arising out of, from or relating to any allocation or resulting from distribution of the Excluded Assets set forth in Sections 2.2(b)(i)Purchase Price; (p) any Liabilities associated with debt, loans or credit facilities of Seller and/or the Business owing to financial institutions; (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviiiq) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement of Seller based upon Seller’s acts or omissions occurring after the Closing); and (xir) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent that are not related to the conduct of the Business prior to the ClosingAssumed Liabilities.

Excluded Liabilities. Notwithstanding anything to the contrarycontrary contained herein, Buyer except for the Assumed Liabilities, Purchaser shall not assume any other liabilities or otherwise be obligated to payobligations of the Seller, perform of the Business or discharge the following Liabilities, except arising from or related to the extent accrued in operations or activities of the categories listed in Appendix A and in Colorado Facility, whether arising prior to or after the Adjusted Net Investment Amount on the Final Statement Closing Date (all of such Liabilities not so assumed by Buyer being referred to herein as collectively, the “Excluded Liabilities”):). Without limiting the foregoing, Seller shall retain and be responsible for, and Purchaser shall not and does not assume, any liability at any time arising from or attributable to: (ia) Any assets, properties or Contracts that are not included in the Purchased Assets, including any and all Environmental Claims (whether asserted before or after obligations under the Closing) arising out of, relating to or resulting from the conduct of the Business prior to the ClosingGE Capital Lease; (iib) subject to Article VIII, any and all Claims by or for the benefit Any breaches of any current Seller Contract on or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter Date or any employee-related program, policy, funding vehicle payments or amounts due under any Seller Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after prior to the Closing Date; (vc) Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Purchased Assets, the operations or activities of the Colorado Facility or the Business for the Pre-Closing Period; (d) Any loans, other indebtedness, or accounts payable other than any and all Liabilitiesthat are expressly assumed pursuant to this Agreement; (e) Accidents, whether such Liabilities arise prior tomisconduct, negligence, or breach of fiduciary duty occurring on or after prior to the Closing Date; (f) Any legal proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, arising including any liability for (i) infringement or misappropriation of Intellectual Property Rights; (ii) breach of product warranties or of contract; (iii) injury, death, property damage or losses caused by products manufactured by the Colorado Facility or sold by Seller as part of the operations or activities of the Colorado Facility, or (iv) violations of law; and any legal proceeding initiated at any time, whether or not related to any action or omission on or prior to the Closing Date, to the extent it relates to any Contract included in the Purchased Assets that does not provide for exclusion of damages or losses attributable to breaches of implied warranty or exclusion of consequential damages, lost profits, diminution in value, damage to reputation or goodwill or other items of loss of a speculative nature, unless such damages or losses arise out ofof the gross negligence, relating recklessness or intentional conduct of Purchaser (in which event, such damages and losses shall not be deemed Excluded Liabilities); (g) Any Seller employee benefit plans, programs or arrangements or any employee group medical, dental or life insurance plans or any other employee matter; (h) Any payments to or in respect of employees of Seller in their capacity as such, including for vacation, sick leave, other paid time off, payroll Taxes or for severance or other payments that may be payable upon or resulting from the closing of the transactions contemplated hereby; (i) Seller’s performance of this Agreement and the transactions contemplated hereby including all broker, finders’, counsel and accounting fees; (j) Any environmental law, which liability relates to or arises out of (A) any Multiemployer Plan acts or omissions of Seller on or in which Seller participates (including any withdrawal Liability or other Liability related prior to unfunded or under-funded benefits), the Closing Date or (B) any obligation of Seller to provide facts, circumstances or make available post-retirement welfare benefits conditions existing on or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, Date relating to Hazardous Materials, including any management, disposal or resulting from arranging for disposal of Hazardous Materials in connection with the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, operations of the Intellectual Property License Agreement, and Colorado Facility or the Purchased Assets or Assumed Liabilities or operations or activities occurring or conducted in connection with respect to recall rights under any predecessor operations of the Collective Bargaining Agreement after the Closing)Colorado Facility or otherwise; and (xik) Any costs or expenses incurred in shutting down and removing equipment or other assets located at the Colorado Facility not purchased by Purchaser pursuant hereto and any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct expenses associated with any Contracts of the Business prior to the ClosingSeller not assumed by Purchaser hereunder.

Excluded Liabilities. Notwithstanding anything to the contrarycontrary contained in this Agreement and regardless of whether such liability is disclosed herein or on any schedule or exhibit hereto, Buyer shall not assume or otherwise be obligated to pay, perform or discharge the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”): (i) any and all Environmental Claims (whether asserted before or after the Closing) arising out of, relating to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and neither Purchaser nor any of its employees, Affiliates will assume or be liable for any liabilities or obligations of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; Affiliates (v) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xviii) to the extent not related to the conduct Business or (ii) arising out of, related to, resulting from, in the nature of or caused by any (A) Taxes, except as provided in Section 5.13 (regardless of when incurred), (B) indebtedness for borrowed money or deferred purchase price for property or any cash overdrafts of the Business arising on or prior to the ClosingClosing Date or any outstanding checks of the Business incurred on or prior to the Closing Date, (C) intercompany payables, intercompany loans or other intercompany liabilities of any kind or nature, (D) Excluded Asset, (E) matter disclosed on Schedule 2.13 hereto (or, which otherwise would have been required to be disclosed on such Schedule if prepared as of the Closing Date) or any litigation, claim or assessment of any kind or nature which is commenced (by the filing of a complaint or the like or the presentation of a written claim to Seller or any of its Affiliates) with any court or similar legal or administrative authority or any mediator or arbitrator (or, in the case of a written claim, by presentation of such claim to Seller or any of its Affiliates) at any time on or prior to the Closing (including any customer litigation, breach of contract, breach of warranty, tort, infringement, violation of law or environmental matter), including any such matter disclosed in the Schedules hereto, (F) facts, events or circumstances related to the Business' relationship with Birmingham Steel Corporation, Microfibres, Inc., Agrilink, Eskimo Pie Corporation, Cherrydale Farms, Foxboro Company (Invensys)/Ken's Foods, Foxboro Company/Alto Dairy, Shamrock Foods Company, Sugar Creek Packaging Company, Gulf States Steel, Inc., ▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇ Brands International, Inc. or Westin or (G) deferred revenue liability, which will be treated as specified in Section 1.7 hereof (in each case with respect to any of the matters specified in this Section 1.2(b), whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due) (the "Excluded Liabilities").

Excluded Liabilities. Notwithstanding anything to the contrary, Buyer shall not assume or otherwise assume, and shall not be obligated to pay, perform or discharge the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”): responsible for: (i) costs necessary to cure any and all Environmental Claims (whether asserted before or after the Closing) arising out of, relating to or resulting from the conduct defaults that may exist under any of the Business Assigned Contracts arising prior to the Closing; Commencement Date with the exception of the Assumed Commissions (the "Cure Costs"); (ii) subject to Article VIIIany obligations under any employment agreements; (iii) any costs incurred by ETS, any and all Claims by or for the benefit of any current or former employee costs relating to, obtaining Shareholder Approval of the Business transaction contemplated hereby; (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules iv)other liabilities arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Sellerfrom, or breach or default by Seller of any Contract between Seller and any of its employeesotherwise relating to, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted Sale Assets arising prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIIICommencement Date, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under as provided in Section 2.4(iv); or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (v) any other liabilities that related to the Excluded Assets (such liabilities described in clauses (i) through (v) of this Section, the "Excluded Liabilities). Seller represents that it has not entered into any special discounting or offered promotional terms that may affect the obligations to customers under any of the Assigned Contracts. The parties hereby further acknowledge and all Liabilities, whether such Liabilities arise prior to, on agree that except for the obligations arising under the Assigned Contracts or otherwise with respect to the Sale Assets as herein provided after the Closing Date, arising out ofneither Buyer, relating to or resulting from (A) nor any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits)affiliate, or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder employee, shareholder or employee agent of the Business Buyer shall assume, or Seller; (vi) be deemed to assume, any and all Liabilities liabilities or obligations of Seller arising out of, relating to of acts or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business occurrences prior to the Closing) arising out ofCommencement Date, relating to or resulting from otherwise based on any violation of Law by Seller event, facts or circumstances in existence prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Management Agreement, sale of the Sale Assets, or in connection with or arising from any and all Liabilities activities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth Seller. (As provided for in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Section 11 of this Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, Seller shall indemnify and with respect to recall rights under the Collective Bargaining Agreement after the Closinghold Buyer harmless from and against any liabilities that are not Assumed Liabilities); and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the Closing.

Excluded Liabilities. Notwithstanding anything to The Seller and its Affiliates shall retain, and shall be responsible for paying, performing and discharging when due, and neither Buyer nor any of its Affiliates shall assume, nor shall they be or become responsible for, all Liabilities of Seller and its Affiliates other than the contraryAssumed Liabilities (collectively, Buyer shall not assume or otherwise be obligated to payincluding the matters set forth below, perform or discharge the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”):), and, notwithstanding anything to the contrary herein, none of the following shall be Assumed Liabilities for purposes of this Agreement: (ia) any and all Environmental Claims (whether asserted before or after the Closing) arising out of, relating to or resulting from the conduct of Liabilities under the Business Contracts to be paid, performed or otherwise discharged on or prior to the Closing; (ii) subject to Article VIII, any and all Claims by Closing Date or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or a breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries on or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the ClosingDate; (iiib) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out ofof or relating to any Acquired Asset or the Business on or prior to the Closing Date or resulting from the ownership, operation or control of the Acquired Assets or the Business on or prior to the Closing Date, including all such Liabilities (i) arising out of or relating to the design, manufacture, testing, marketing, labeling, distribution, use or sale of any Products, (ii) relating to a violation of Law or breach of Contract, or (iii) relating to any Proceeding, whether or not presently asserted; (c) all Liabilities related to the return of Products manufactured or sold on or prior to the Closing Date, recall of Products manufactured or sold on or prior to the Closing Date, warranty claims, credits, rebates and refunds related to Products manufactured or sold on or prior to the Closing Date and product liability or similar claims for injury to person or property, regardless of when made or asserted, relating to Products manufactured or sold on or prior to the Closing Date; (d) all Liabilities of the Business arising in connection with the infringement, misappropriation or other violation of the Intellectual Property of any third party, or allegation thereof, resulting or alleged to result from any Employee Benefit PlanProducts of the Business as they are manufactured or processes of the Business as they are used, any offer letter in each case on or prior to the Closing Date; (e) all Liabilities with respect to the Indebtedness of Seller or any employeeof its Affiliates or any Liabilities of the Business owed to Seller or its Affiliates; (f) all Liabilities for Taxes (other than Transfer Taxes, which shall be governed by Section 8.1) attributable to the Acquired Assets or the operations or the income of the Business for any Pre-Closing Tax Period, including the portion of any Straddle Period ending on the Closing Date borne by Seller as determined pursuant to Section 8.2; (g) all current liabilities of the Business as of Closing, including all outstanding accounts payable under the Business Contracts as of such time (whether or not invoiced prior to or after such time); (h) all Liabilities arising out of or relating to the Retained Business or the Excluded Assets; (i) all Liabilities with respect to, arising under or related programto the Seller Benefit Plans or to any Non-Business Employees (except as otherwise provided in Article VII); and all Liabilities of Seller or its Affiliates, with respect to, or arising under or in connection with (i) the Business Employees (including Liabilities for salaries, wages, bonuses, vacation, termination pay or severance pay or other compensation, payments or benefits earned, accrued or arising on or prior to or in connection with the Closing Date or in connection with the Closing including any such payments or benefits due on account of a Business Employee’s termination of employment as a result of such Business Employee rejecting Buyer’s offer of employment as described in Article VII, but excluding, for the avoidance of doubt, all Liabilities with respect to Continuing Employees under any Benefit Plan sponsored, maintained, or contributed to by Buyer and its Affiliates and the reimbursement obligation specified in Section 7.1), or any former employees of Seller or any of its Affiliates (including any Business Employee who does not become a Continuing Employee), (ii) any other employee benefit plan, policy, funding vehicle agreement or Contract with any employee of Seller arrangement maintained or implemented contributed to by Seller or any of its Affiliates, whether such Liability arises (iii) Title IV of ERISA, (iv) a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA, (v) the continuation health coverage requirements of Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or any similar state law (“COBRA”) or (vi) the WARN Act, except as provided in Article VII; (j) all fees and expenses of counsel, accountants, consultants and advisors incurred by Seller and its Affiliates in connection with the negotiation and preparation of this Agreement, the Ancillary Agreements and the Transactions; (k) all Liabilities arising under any Environmental Law or any Environmental Claim to the extent related to facts or conditions existing prior to, on or after the Closing Date; (v) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to or the Closing) arising out ofownership, relating to occupancy, operation, use or resulting from any violation control of Law by Seller the Business Owned Real Property on or prior to the Closing Date; and (l) all Liabilities arising under any unclaimed property or escheat Laws to the extent that such Liabilities exceed, in related to facts or conditions existing on or prior to the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to Closing Date or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) ownership, operation or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct control of the Acquired Assets or the Business on or prior to the ClosingClosing Date. The Parties acknowledge and agree that neither Buyer nor any of its Affiliates will be required to assume or retain any Excluded Liabilities.

Excluded Liabilities. Notwithstanding anything to any other provision of this Agreement, except for the contraryAssumed Liabilities expressly specified in Section 2.2, Buyer shall not assume assume, or otherwise be obligated to payresponsible for, perform any Liabilities of Seller, whether liquidated or discharge unliquidated, or known or unknown, whether arising out of occurrences prior to, at or after the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement date hereof (all of such Liabilities not so assumed by Buyer being referred to herein as the “"Excluded Liabilities”):"), which Excluded Liabilities include, without limitation: (a) Any Liability to or in respect of any employees or former employees of Seller including without limitation (i) any and all Environmental Claims (employment agreement, whether asserted before or after the Closing) arising out ofnot written, relating to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employeesperson, of (ii) any Liability under any Employee Program at any time maintained, contributed to or required to be contributed to by or with respect to Seller or under which Seller has Knowledgemay incur Liability, or violation any contributions, benefits or Liabilities therefor, or any Liability with respect to Seller's withdrawal or partial withdrawal from or termination of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or 15 Employee Program and (Biii) any actual claim of an unfair labor practice, or alleged any claim under any state unemployment compensation or worker's compensation law or regulation or under any federal or state employment discrimination by the Companylaw or regulation, any of its Subsidiaries which shall have been asserted on or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing Date or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to is based on acts or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, omissions which occurred on or after prior to the Closing Date; (vb) Any Liability of Seller in respect of any and all Liabilities, whether such Liabilities arise prior to, Tax; (c) Any Liability arising from services performed by or on behalf of Seller or any other person or entity on or after prior to the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vid) any and all Liabilities Any Liability of Seller arising out of, relating of or related to any Action against Seller and which shall have been asserted on or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing Date or to the extent that such Liabilities exceed, in the aggregate, $10,000,000basis of which shall have arisen on or prior to the Closing Date; (ixe) any and all Liabilities not arising out ofAny Liability of Seller resulting from entering into, relating performing its obligations pursuant to or resulting from consummating the Businesstransactions contemplated by, this Agreement; (xf) except Any Liability related to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing)Former Facility; and (xig) any and all Liabilities of Seller arising out of, relating Any Liability with respect to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xvSeller's 401(k) and (xvii) to the extent not related to the conduct of the Business prior to the Closingplan.

Excluded Liabilities. Notwithstanding anything to Except for the contraryAssumed Liabilities, Buyer Purchaser is not assuming or becoming responsible for any liability or obligation of any Seller, and each Seller is retaining and remaining responsible for, and shall not assume or otherwise be obligated to pay, perform or discharge as and when due, all of its liabilities or obligations (all liabilities and obligations of Sellers, other than the following Assumed Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being hereinafter collectively referred to herein as the “Excluded Liabilities”):), including: (ia) Any liability or obligation (including any and all Environmental Claims (whether asserted before liability or after the Closingobligation for Taxes) arising out of, of any Seller relating to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (v) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000except Assumed Liabilities; (ixb) Any liability or obligation of any and all Liabilities not Seller arising out of, relating to under this Agreement or resulting from any of the BusinessAncillary Agreements or the transactions contemplated hereby or thereby; (xc) except Any liability or obligation of any Seller constituting indebtedness for borrowed money, including a note payable in the amount of $85,000 from ▇▇▇▇▇▇▇ Company payable to the extent set forth in Schedule 2.3(a)(iia member of Shareholder’s family; (d) Any liability or Article VII obligation of any Seller under any employment agreement, including any liability or pursuant obligation to the Transition Services Agreement▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ based on or arising under his employment agreement dated as of October 1, 1999; (e) Any liability or obligation of any and all Liabilities of Seller to the extent arising out ofpay any fees or commissions to any broker, relating to investment banking firm, finder or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and agent with respect to recall rights under the Collective Bargaining Agreement after transactions contemplated by this Agreement; (f) any liability or obligation arising from a Release of Hazardous Substances on, at, under, migrating from or migrating to the Closing)Acquired Assets or any Seller Property on or before the Closing Date; and (xig) Any liability or obligation of any Seller Benefit Plan and all Liabilities any liability or obligation of any Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not that is related to the conduct of the Business prior to the Closingany Seller Benefit Plan or Seller Compensatory Agreement.

Excluded Liabilities. Notwithstanding anything to Except as specifically set forth in this Agreement, Wonderware does not assume or accept any of Seller's liabilities. Without limiting the contrarygenerality of the foregoing, Buyer Wonderware shall not assume or otherwise be obligated to pay, perform or discharge accept any of the following Liabilities, except to liabilities (the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the “"Excluded Liabilities”"): (ia) for taxes, whether federal, state, local or foreign or assessments of any and all Environmental Claims (whether asserted before kind, including interest, additions to tax or after penalties applicable thereto with respect to the Closing) arising out of, relating to or resulting from the conduct operation of the QI Analyst Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (vb) arising out of any transactions between Seller and all Liabilitiesany employee or shareholder of Seller, or any person or entity affiliated with such employee or shareholder (except to the extent it is an Assigned Contract); (c) arising out of any performance, nonperformance or improper performance of the Assigned Contracts prior to the Closing Date, including any royalties and commissions payable on sales made prior to the Closing Date; (d) for warranty claims made after the Closing Date for service, repair, replacement and similar work with respect to Assets sold, licensed or leased or services provided prior to the Closing Date; (e) for product liabilities arising with respect to Assets sold, licensed or leased or services provided prior to the Closing Date, whether such Liabilities arise arising in tort or in contract including, without limitation, claims based on defective products, claims for product support, and any claims based on any warranty or guaranty, whether express or implied; (f) arising out of any alleged damage to the environment or any liability for environmental cleanup costs arising out of occurrences, circumstances or actions commencing or in existence prior to the Closing Date; (g) for any judicial or administrative action, suit, proceeding or investigation, pending or threatened on, or based on events occurring prior to, on the Closing Date, relating to Seller, its shareholders or the Assets; (h) for noncompliance with or violations of any law, rule, regulation, statute, ordinance, permit, judgment, injunction, order, decree, license or other governmental authorization or approval prior to the Closing Date applicable to Seller, the QI Analyst Business or the Assets; (i) for any agreements, contracts or arrangements entered into prior to the Closing Date with Seller's employees (except to the extent any such agreement is an Assigned Contract); (j) arising out of or related to any Excluded Contracts either before or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Sellerexcept as specifically set forth herein; (vik) for any and all Liabilities notes payable or other obligations of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller occurring prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; Date (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) any such note or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer obligation is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closingan Assigned Contract); and (xil) for any and all Liabilities trade liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) except to the extent not related to the conduct of the Business prior to the Closingany such trade liability is an Assigned Contract).

Excluded Liabilities. Notwithstanding anything to the contrary, Buyer shall not assume assume, nor shall Buyer become responsible for, any Liabilities of Seller or otherwise be obligated to paySeller’s Affiliates other than the Assumed Liabilities (collectively, perform or discharge the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”):), which Excluded Liabilities shall include, without limitation, the following Liabilities, all of which shall remain the Liabilities of Seller or Seller’s Affiliates: (ia) any all Liabilities of Seller and all Environmental Claims (whether asserted before Seller’s Affiliates arising under this Agreement, the Other Agreements or after the Closing) arising out of, relating to Purchase Order or resulting from the conduct consummation of the Business prior to the Closingtransactions contemplated hereby or thereby; (iib) subject all Liabilities of Seller and Seller’s Affiliates arising under or related to Article VIIIthe Transaction Written Consent or the Information Statement other than Liabilities related to information provided by Buyer about itself or its Affiliates; (c) all accounts payable, including all intercompany payable balances owing by Seller or Seller’s Affiliates; (d) any and all Claims by Liabilities under Contracts of Seller or for its Affiliates other than the benefit of Liabilities relating to Transferred Contracts that are assumed under Section 2.3(a); (e) any Liability to any current or former employee or independent contractor (to the extent not a party to a Transferred Contract) of the Business (whether asserted before Seller or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employeesAffiliates arising (i) in respect of Hired Employees, of which Seller has Knowledgeprior to their respective Start Dates, including accrued vacation pay, holiday pay, sick pay, bonuses earned, pensions or violation of profit sharing or with respect to any Law by Seller relating to discrimination and/or any other claims that may arise or have arisen from the employment of such Hired Employees with, or the current termination of their employment by, Seller on or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing Date and (ii) in respect of all other former and current employees or relates to conduct of Seller occurring before the Closing; independent contractors (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(iinot a party to a Transferred Contract) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such at any time; (f) any Liability arises arising from or relating to any injury or damage to person or property allegedly caused or resulting from use of any Product prior to, on or after to the Closing Date; (vg) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, Liability relating to any Seller Commission Filing or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or SellerSubject Commission Filing; (vih) any Liability with respect to Taxes of Seller for any period; (i) any Taxes attributable to the Acquired Assets and the Business arising from or relating to any period (or portion of any period) ending on or before the Closing; (j) any Liabilities under or in connection with any Excluded Assets; (k) any Liabilities arising out of or directly relating to ownership or operation of the Acquired Assets prior to the Closing; and (l) all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (its Affiliates other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the ClosingAssumed Liabilities.

Excluded Liabilities. Notwithstanding anything to any other provision of -------------------- this Agreement, except for the contraryAssumed Liabilities expressly specified in Section 2.2, Buyer shall not assume assume, or otherwise be obligated to payresponsible for, perform any Liabilities of Seller or discharge drDrew, whether liquidated or unliquidated, or known or unknown, whether arising out of occurrences prior to, at or after the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement date hereof (all of such Liabilities not so assumed by Buyer being referred to herein as the “"Excluded Liabilities”):"), which Excluded Liabilities include, without limitation: (a) Any Liability to or in respect of any employees or former employees of drDrew including without limitation (i) any employment agreement, whether or not written, between drDrew and all Environmental Claims (whether asserted before or after the Closing) arising out ofany person, relating to or resulting from the conduct of the Business prior to the Closing; (ii) subject any Liability under any Employee Plan at any time maintained, contributed to Article VIII, any and all Claims or required to be contributed to by or for the benefit with respect to drDrew or under which Seller, as assignee, or drDrew may incur Liability, or any contributions, benefits or Liabilities therefor, or any Liability with respect to Seller's withdrawal or partial withdrawal from or termination of any current or former employee of the Business Employee Plan and (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (Aiii) any tort claim of which Seller has Knowledge committed by Seller against any employee of Selleran unfair labor practice, or breach any claim under any state unemployment compensation or default by Seller of worker's compensation law or regulation or under any Contract between Seller and any of its employeesfederal or state employment discrimination law or regulation, of which Seller has Knowledge, shall have been asserted on or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing Date or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to is based on acts or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, omissions which occurred on or after prior to the Closing Date; (vb) Any Liability of Seller in respect of any and all LiabilitiesTax; (c) Any Liability arising from any injury to or death of any person or damage to or destruction of any property, whether such Liabilities arise prior tobased on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in products manufactured or from services performed by or on behalf of Seller or any other person or entity on or after prior to the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vid) any and all Liabilities Any Liability of Seller arising out of, relating of or related to any Action against Seller or resulting from Taxes any Action which adversely affects the Purchased Assets and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed which shall have been asserted on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing Date or to the extent that such Liabilities exceed, in the aggregate, $10,000,000basis of which shall have arisen on or prior to the Closing Date; (ixe) any and all Liabilities not arising out ofAny Liability of Seller resulting from entering into, relating performing its obligations pursuant to or resulting from consummating the Business; transactions contemplated by, this Agreement (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or including without limitation any Liability of Seller pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the ClosingArticle X hereof); and (xif) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not Any Liability related to the conduct of the Business prior to the Closingany Former Facility.

Excluded Liabilities. Notwithstanding anything Buyer is assuming only the Assumed Liabilities and is not assuming any other Liability of Seller (or any predecessor in interest of Seller) of whatever nature, whether presently in existence or arising hereafter, known or unknown, contingent or otherwise including (i) all Liabilities related to the contrary, Buyer shall not assume or otherwise be obligated Assets and the Services related to pay, perform or discharge the following Liabilities, except Assumed Contracts to the extent accrued such Liabilities (A) relate to or arise out of performance obligations under any Assumed Contract with respect to the period prior to the Closing Date or (B) relate to [*] any failure to perform, improper performance, warranty or other breach, default or violation directly or indirectly by Seller prior to the Closing Date, (ii) Liabilities arising out of or relating to any Action to the extent such Action (A) arose prior to or is related to events first occurring prior to the Closing Date, [*] or (B) relates to any failure to perform, improper performance, warranty or other breach, default or violation directly or indirectly by Seller prior to the Closing Date, (iii) any Liabilities arising in connection with or related to the categories listed employees of Seller, including Liabilities resulting from the termination of the employment of any such employee, or any Liabilities arising in Appendix A connection with or relating to any Laws applicable to any employment matters, including ERISA, (iv) any Liability of Seller or any of its subsidiaries for Taxes (including any income Taxes arising because Seller is transferring the Assets), except as provided in Section 5.1, and in (v) any Taxes with respect to or attributable to the Adjusted Net Investment Amount on the Final Statement Assets for any Pre-Closing Tax Period (all of such Liabilities not so being assumed by Buyer being herein referred to herein as the “Excluded Liabilities”): (i) any ). All such Excluded Liabilities shall be retained by and all Environmental Claims (whether asserted before or after the Closing) arising out of, relating to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any remain obligations and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (v) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of(or such predecessor, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iiias applicable)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the Closing.

Excluded Liabilities. Notwithstanding anything to The Seller and the contraryBuyer expressly understand and agree that, other than the Assumed Liabilities, Buyer shall not assume or otherwise be obligated to assume, pay, perform or discharge the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”): (i) or become liable for any and all obligations, commitments or liabilities of any and every nature whatsoever of the Seller including (without limitation) all obligations, commitments or liabilities (whether recourse or non-recourse to the Seller) which relate to, are secured by or otherwise encumber any of the Purchased Assets, including, without limitation: (a) all liabilities associated with the Real Property including, without limitation, any mortgage thereon; (b) liabilities resulting from Environmental Claims (whether asserted before or after the Closing) arising out of, relating to or resulting from the conduct operation of the Business prior to the Closing; (iic) subject claims arising prior to Article VIII, any and all Claims by or for Closing that the benefit of any current or former employee operation of the Business (whether asserted before or after infringes the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller Intellectual Property Rights of any Contract between Seller and any of its employeesPerson, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closingexcept as otherwise set forth herein; (iiid) subject any liability or obligation arising out of any claim of or for injury to Schedule 2.3(a)(ii) and Article VIIIpersons or property by reason of the improper performance or malfunctioning, improper design or manufacture, or failure to adequately package, label or provide warnings as to the hazards of, any and all Claims arising out ofproduct of the Business, relating where the injury giving rise to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, claim occurred on or after prior to the Closing Date; (v) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (Be) any obligation to any Affiliates of the Seller including any obligation to Stanford Financial Group or any of its Affiliates; (f) any liability of the Seller to provide any plan, individual or make available post-governmental agency arising out of any failure of the Seller to comply with the applicable provisions of any Employee Benefit Plans, ERISA, the Code, or other applicable Laws with respect to its employees, including any obligation or liability of the Seller for any penalty, fine or similar amount due from the Seller on account of any breach of fiduciary duty or failure to comply with applicable laws or regulations; (g) any liability for severance pay, leaving allowances, guaranteed fixed terms of employment or retirement welfare benefits beyond those provided under applicable law, collective bargaining agreements, or welfare benefit coverage any Employee Benefit Plan applicable to any current or former officer, director, stockholder or employee employees of the Business or Seller; (vi) any and all Liabilities of Seller arising generally, which arises out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property acts or omissions of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller Sellers prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000;Date; and (ixh) all liabilities of Seller or any and all Affiliate of Seller for Taxes which are not Assumed Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent as set forth in Schedule 2.3(a)(ii1.5(h) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), hereto (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreementcollectively, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing“Excluded Liabilities”); and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the Closing.

Excluded Liabilities. Notwithstanding anything to the contraryin Section 2.3 above or any other provision of this Agreement, Buyer is not assuming under this Agreement or any other Transaction Document, and Seller shall not assume or otherwise be obligated to remain responsible for and promptly pay, perform or discharge and discharge, as and when due, any Liability that is not specifically identified as an Assumed Liability under Section 2.3 above, such that Buyer will incur no liability in connection therewith, including any of the following Liabilities(each, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the an “Excluded LiabilitiesLiability”): (ia) any and all Environmental Claims (whether asserted before or after the Closing) Liability arising out ofof any Default by Seller of any provision of any Contract; (b) any product liability or similar claim for injury to any Person or property that arises out of or is based upon any express or implied representation, relating warranty, agreement or guarantee made by Seller, or alleged to have been made by Seller, or resulting from the conduct that is imposed or asserted to be imposed by operation of the Business Law in connection with any service performed or product sold by or on behalf of Seller on or prior to the Closing; (iic) subject any Tax payable by Seller with respect to Article VIIIthe Business, the Purchased Assets, or other properties or operations of Seller for any and all Claims by period (or for the benefit of any current portion thereof) ending on or former employee of the Business (whether asserted before or after prior to the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from ; (Ad) any tort of which Seller has Knowledge committed by Seller against transfer, documentary, sales, use, stamp, registration or other such Taxes and fees (including any employee of Seller, penalties and interest) incurred in connection with this Agreement or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or Contemplated Transactions; (Be) any actual Liability under or alleged discrimination by the Company, in connection with any of its Subsidiaries or their respective supervisory employees against Excluded Assets; (f) any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted Liability arising prior to the Closing or relates as a result of the Closing for severance, bonuses or any other form of compensation to conduct any employees, agents or independent contractors of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIIISeller, any and all Claims arising out of, relating to whether or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees not employed by Buyer after the Closing; (ivg) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreementemployment-related Liability, including, without limitation, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (v) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Dateunder, arising out of, relating or with respect to (i) any COBRA or resulting WARN obligations that arise at or prior to the Closing, (ii) any Benefit Plan (including withdrawal liability associated with multi- employer pension plans), and (iii) any employee of Seller or former employee for periods prior to the Closing; (h) any employment-related liability related to an Affected Employee to the extent attributable to events or circumstances occurring or existing on or with respect to periods prior to the Closing; (i) any Liability or obligation arising from or related to (i) any investigation by or on behalf of the Occupational Safety and Health Administration of facts and circumstances occurring on or prior to the Closing; and (ii) any Proceeding (A) that results from or relates to any Multiemployer Plan complaint filed with the U.S. Department of Seller Labor, the Equal Employment Opportunity Commission or any other Governmental Authority alleging discrimination in Seller’s hiring or employment practices, sexual harassment or similar claims which Seller participates (including any withdrawal Liability occurred, or other Liability related are alleged to unfunded or under-funded benefits)have occurred, prior to the Closing or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Sellerthat is listed on Schedule 4.10; (vij) any and all Liabilities Liability of Seller arising out ofor incurred in connection with the negotiation, relating to or resulting from Taxes preparation and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) execution of this Agreement and Section 2.3(a)(iii))the Contemplated Transactions; (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (xk) except to the extent set forth as explicitly provided in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services AgreementSection 2.3, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities Liability for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing)money borrowed by Seller; and (xil) any and all Liabilities of Seller other Liability arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the ownership or operations of Seller, any Purchased Assets or the Business with respect to periods prior to the Closing.

Excluded Liabilities. Notwithstanding anything to the contrary, The Buyer shall not assume or otherwise be obligated to pay, perform or otherwise discharge the following Liabilitiesliabilities or obligations: (i) any liabilities or obligations of the Seller in respect of any Excluded Assets or other assets which are not Purchased Assets; (ii) any liabilities or obligations in respect of Taxes attributable to purchased Assets for taxable periods ending on or before the Closing Date, except for Taxes for which the Buyer is liable pursuant to Section 3.4 or Section 7.8; (iii) any liabilities, obligations, or responsibilities under or related to former, current or future Environmental Laws or the common law, whether such liability or obligation is known or unknown, contingent or accrued, arising as a result of or in connection with (a) any violation or alleged violation of Environmental Law prior to the Closing Date with respect to the ownership or operation of the Purchased Assets (other than liabilities, obligations and responsibilities assumed by Buyer pursuant to clause (d) of Section 2.3(a)(iv) of this Agreement, which the parties agreed do not include any fines or penalties imposed by a Governmental Entity with respect to a violation or alleged violation which occurred prior to the Closing Date); (b) loss of life, injury to persons or property or damage to natural resources (whether or not such loss, injury or damage arose or was made manifest before the Closing Date or arises or becomes manifest after the Closing Date), caused (or allegedly caused) by the presence or Release of Hazardous Substances at, on, in, under, adjacent to or migrating from the Purchased Assets prior to the Closing Date, including, but not limited to, Hazardous Substances contained in building materials at the Purchased Assets or in the soil, surface, water, sediments, groundwater, landfill cells, or in other environmental media at or adjacent to the Purchased Assets; (c) the matters described in Schedule 5.11 (Environmental Matters); or (d) the disposal, storage, transportation, discharge, Release, recycling, or the arrangement for such activities, by the Seller, of Hazardous Substances that were generated at the Purchased Assets, at any off-site location, where the disposal, storage, transportation, discharge, Release, recycling or the arrangement for such activities at said off-site location occurred prior to the Closing Date, provided that for purposes of this Section 2.4, "off-site location" does not include any location to which Hazardous Substances disposed of or Released at the Purchased Assets have migrated; (iv) except as provided in Section 16.3 of the Site Agreement, any liabilities, obligations or responsibilities relating to (a) the property, equipment or machinery within the switchyards for which the Seller will retain either a fee interest or an Easement, (b) the transmission lines delineated in the Easements, (c) any Seller's operations on, or usage of, the Easements, including, without limitation, liabilities, obligations or responsibilities arising as a result of or in connection with (1) any Environmental Law and (2) loss of life, injury to persons or property or damage to natural resources, except to the extent accrued in caused by Buyer, or (d) obligations under Consent Order #A5-0334-95-08 for the categories listed in Appendix A and in Queensbury Hazardous Waste Site. (v) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action filed against the Adjusted Net Investment Amount Seller or pending before any court or administrative agency on the Final Statement Closing Date, with respect to liabilities principally relating to the purchased Assets (including, without limitation, all claims and cases of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”):action set forth in Schedule 2.4); (ivi) any and all Environmental Claims (whether asserted before or after the Closing) arising out of, relating to or resulting from the conduct payment obligations of the Business Seller for goods delivered or services rendered prior to the Closing; (iivii) subject any liabilities or obligations imposed upon, assumed or retained by the Seller pursuant to Article VIIIthe Site Agreement or any other Ancillary Agreement; (viii) any liabilities, obligations or responsibilities relating to any Benefit Plan or any "employee pension benefit plan" (as defined in Section 3(2) of ERISA) maintained by the Seller or any trade or business (whether or not incorporated) which is under common control as a single employer, with the Seller under Section 414(b), (c), (m) or (o) of the Code ("ERISA Affiliate"), including any multiemployer plan, maintained by or contributed to by the Seller or any ERISA Affiliate, or as to which the Seller or any ERISA Affiliate is obligated to contribute to, at any time, including any such liability (A) to the Pension Benefit Guaranty Corporation under Title IV of ERISA; (B) relating to a multiemployer plan; (C) with respect to non-compliance with the notice and benefit continuation requirements of COBRA; (D) with respect to any noncompliance with ERISA or any other applicable laws; or (E) with respect to any suit, proceeding or claim which is brought against the Buyer, any Benefit Plan, ERISA Affiliate Plan, any fiduciary or former fiduciary of any such Benefit Plan or ERISA Affiliate Plan; and (ix) any liabilities or obligations resulting from the Seller's gross negligence or wilful misconduct, other than any liability assumed by the Buyer under Section 2.3(a)(v) (provided that the exclusion of liabilities and all Claims by or obligations resulting from Seller's gross negligence under this Section 2.4(ix) shall not be deemed to impose any responsibility upon Seller for the benefit of any current or former employee condition of the Business Purchased Assets at Closing); (whether asserted before x) any fines or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or penalties imposed by a governmental agency resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, an investigation or breach proceeding pending on or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating prior to the employment of the current or former employee asserting such Claim of which Seller has Knowledge Closing Date or (B) any actual illegal acts, willful misconduct or alleged discrimination by gross negligence of the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted Seller prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (vxi) any and all Liabilitiesliabilities, whether such Liabilities arise prior obligations or responsibilities relating to the employment or termination of employment, including a constructive termination, by the Seller of any individual (including, but not limited to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business Seller) attributable to any actions or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in inactions by the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to Date other than such actions or inactions taken at the extent that such Liabilities exceed, in direction of the aggregate, $10,000,000Buyer; (ixxii) any and all Liabilities not arising out of, liabilities relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and litigation with respect to recall rights under the Collective Bargaining Agreement after the Closing)Mechanicville facility listed on Schedule 5.17 hereto; and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the Closing.

Excluded Liabilities. Notwithstanding anything else contained herein to the contrary, Buyer all liabilities and obligations of Endeavor or the Sellers (whether known or unknown, liquidated or unliquidated, contingent or fixed) other than the Assumed Liabilities (collectively, the "Excluded Liabilities") shall remain the liabilities and obligations of Endeavor and the Sellers and are not assume assumed by Purchaser pursuant hereto (regardless of whether any such liabilities or otherwise be obligated to obligations are disclosed in this Agreement). Endeavor and each Seller hereby agree that it shall fully and timely pay, perform and discharge all of its Excluded Liabilities in accordance with their respective terms. Without limiting the generality of the foregoing, Excluded Liabilities include the following, whether or discharge not reflected as Current Liabilities on the following LiabilitiesJune 30, except 1998 Balance Sheets: (a) any liability or obligation arising under any contract not listed on Schedule 1.2.1(f) or Schedule 1.2.2(f) hereof; (b) any liability or obligation related to the extent accrued Excluded Assets; (c) any liability or obligation to any employee of Endeavor or either Seller, not hired by Purchaser pursuant to Section 5.2 hereof, and any liability or obligation under any employee benefit plan maintained by Endeavor or either Seller; (d) any liability or obligation arising out of any termination by Endeavor or either Seller of the employment of any employee as a result of this transaction or otherwise and any liability or obligation related to any former employee of Endeavor or either Seller who retired effective as of or prior to the Execution Date; (e) any liability or obligation under any litigation, arbitration, investigation or other proceeding brought against either Seller with respect to any matter occurring prior to the Execution Date (regardless of whether it is pending as of or has been threatened or asserted prior to the Execution Date), including, without limitation, the lawsuit entitled QDS v. Harr▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇, et al., file number E-61332 in the categories listed Superior Court of Fult▇▇ ▇▇▇nty, State of Georgia; (f) any liability or obligation for any income taxes owed by Endeavor or either Seller and any liability or obligation for any sales, use or other taxes arising in Appendix A connection with the consummation of the transactions contemplated by this Agreement. Purchaser hereby acknowledges and in the Adjusted Net Investment Amount agrees that income taxes on the Final Statement revenue of the Business earned during the Interim Period shall be the liability of Purchaser and any income taxes assessed against Endeavor or Sellers with respect to the revenue of the Business earned during the Interim Period will be paid by Purchaser; (all g) any tax liability that may be imposed, with respect to the Assets, by any federal, state or local government on the ownership, sale, operation or use of such Liabilities not so assumed by Buyer being referred the Assets, relating to herein as any period ending on or before the “Excluded Liabilities”):Effective Date; (h) any liability or obligation of either Seller relating to any breach of contract, breach of warranty, tort, infringement or violation of law; (i) any and all Environmental Claims liability or obligation payable to Endeavor or any other affiliate of either Seller; (whether asserted before j) any liability or after the Closing) arising out of, relating obligation of Endeavor or either Seller to or resulting from the conduct indemnify any person by reason of the Business fact that such person was an employee, officer, director or agent of Endeavor or such Seller (or such person was serving as an employee, officer, director or agent of any other entity at the request of Endeavor or such Seller) prior to the ClosingExecution Date; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (Ak) any tort liability or obligation of which Endeavor or either Seller has Knowledge committed by Seller against for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby; (l) any employee liability or obligation of Seller, QDS under or breach pursuant to the Card Guard Agreement; (m) any liability or default by Seller obligation of any Contract between Seller and any of its employees, of which Seller has Knowledge, Endeavor or violation of any Law by either Seller relating to the employment current portion of the current long-term debt of Endeavor or former employee asserting such Claim of which Seller has Knowledge the Sellers or Endeavor's or the Sellers' indebtedness to Sirrom Capital Corporation and Sirrom Investments, Inc. (Bthe "Sirrom Indebtedness"); (n) any actual liability or alleged discrimination obligation of Endeavor or either Seller relating to that certain Lease by and between Pavilion Partners, L.P. and QDS, dated September 16, 1996, for the Companypremises of 1100 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, Atlanta, Georgia and that certain Lease dated April 1, 1996 between Siemens' Credit Corporation and Atlanta Cardiology Group, P.C.; (o) any liability or obligation of its Subsidiaries Endeavor or their respective supervisory employees against either Seller relating to Current Liabilities in excess of cash, cash equivalents, deposits or investments as set forth on the June 30, 1998 Balance Sheets; (p) any such employee, in liability covered by insurance maintained by Endeavor or either Seller immediately prior to the case of each of clause (A) and clause (B)Execution Date, to the extent of such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (v) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing)coverage; and (xiq) any and all Liabilities other liability or obligation of either Seller arising out of, relating to or resulting from the Excluded Assets described not specifically set forth in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the ClosingSection 1.4 hereof.

Excluded Liabilities. Notwithstanding anything to the contrary, Buyer shall not assume or otherwise be obligated to pay, perform or otherwise discharge the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all any liability or obligation of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”): (i) any and all Environmental Claims (whether asserted before or after the Closing) arising out of, relating to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether direct or indirect, known or unknown, absolute or contingent, that are not expressly assumed by Buyer pursuant to the Assumption Agreement (all such Liability arises liabilities and obligations not being assumed being herein called the "Excluded Liabilities"), and, without limitation, none of the following shall be Assumed Liabilities for purposes of this Agreement: (a) any liability or obligation under any of the Seller Agreements that arises, or covers a period on or prior to the Closing Date, unless reflected on the Closing Date Balance Sheet; (b) any liabilities in respect of Taxes for which Seller is liable pursuant to Section 8.2; (c) any intercompany payables and other liabilities or obligations of Seller or any of its Affiliates; (d) any costs and expenses incurred by Seller incident to its negotiation and preparation of this Agreement and its performance and compliance with the agreements and conditions contained herein; (e) any liabilities in respect of the claims or proceedings described in Section 5.18 of the Disclosure Schedule; (f) any liabilities and obligations related to, associated with or arising out of the occupancy, operation, use or control of any of the Facilities or the operation of the Business on or after prior to the Closing Date, in each case incurred or imposed by any Environmental Law; (g) any product liability or claims for injury to person or property, regardless of when made or asserted, relating to any products that have been manufactured, marketed, licensed, distributed or sold in the operation of the Business or services performed by the Business on or prior to the Closing Date, or which is imposed, or asserted to be imposed, by operation of law, in connection with any service performed or any products that have been manufactured, marketed, licensed, distributed or sold in the operation of the Business on or prior to the Closing Date; (vh) any and all Liabilitiesrecalls on or after the Closing Date mandated by any Governmental Authority of any products that have been manufactured, whether such Liabilities arise marketed, licensed, distributed or sold in the operation of the Business on or prior to the Closing Date; (i) any liability, claim or obligation arising out of, or otherwise relating to, any Actions (i) pending, as of the Closing Date, against Seller (whether or not related to the Business) or any of its Affiliates, or (ii) instituted after Closing to the extent based upon, or arising out of, any fact, condition, event or circumstance which occurs or is otherwise existing on or prior to the Closing Date, including any liability, claim or obligation relating to Actions by shareholders of Seller, Governmental Authorities, lenders, underwriters, letter of credit issuers or suppliers; (j) any obligations related to products that have been manufactured, marketed, licensed, distributed or sold in the operation of the Business on or prior to the Closing Date that are returned by a customer on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Sellerextent not reserved for on the Closing Date Balance Sheet; (vik) any and all Liabilities of Seller arising out ofliability or obligation to provide warranty or service on, relating or to repair or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) replace, any Indebtednessproducts that have been manufactured, including any Guarantees not listed on Schedule 6.20 marketed, licensed, distributed or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller sold in the operation of the Business prior to the Closing) arising out of, relating to on or resulting from any violation of Law by Seller prior to the Closing Date to the extent that such Liabilities exceed, in not reserved for on the aggregate, $10,000,000Closing Date Balance Sheet; (ixl) any and all Liabilities not liability or obligation arising out ofwith respect to any claim seeking recovery for compensatory damages, relating to consequential damages, lost revenue or resulting from income or punitive damages, regardless of the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreementnature thereof, any and all Liabilities of Seller to the extent arising out ofof service performed or products that have been manufactured, marketed, licensed, distributed or sold in the operation of the Business on or prior to the Closing Date, or any other fact, condition, event or circumstance which occurs or is otherwise existing on or prior to the Closing Date; (m) any liability or obligation of Seller or any of its Affiliates under Section 8.4; (n) any obligations of Seller or any of its Affiliates to indemnify any Person in connection with the operation of the Business by reason of the fact that such Person was an officer, employee, agent or customer of Seller or any of its Affiliates or was serving at the request of Seller or any of its Affiliates as a partner, trustee, director, officer, employee or agent of another entity, whether arising under Contract, common law or otherwise; (o) except as provided in Sections 2.3 or 8.4, any liability relating to any of Seller's employee benefit plans, programs, agreements or resulting from arrangements (including any liability triggered by the Excluded Assets set forth transactions contemplated in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), this Agreement under any employment agreement entered into between Seller and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closingany Employee); and (xip) any and all Liabilities liability for infringement of Seller arising out ofPatents, Trademarks, Copyrights or Domain Names of any third party, including Software, or any misappropriation or disclosure of any Trade Secrets or confidential information relating to or resulting from products sold in the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct operation of the Business on or prior to the ClosingClosing Date.

Excluded Liabilities. Notwithstanding anything to the contrary, Buyer shall not assume or otherwise be obligated have or incur any responsibility of any nature for any Liabilities of Sellers or any of their respective Affiliates (including any Liabilities arising out of or related to pay, perform Products sold or discharge the following Liabilities, except act or omission occurring on or prior to the extent accrued in Closing Date and all Liabilities related to the categories listed in Appendix A and in Excluded Assets relating to the Adjusted Net Investment Amount period ending on or prior to the Final Statement Closing Date (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”). Notwithstanding Section 2.2.1, and for the avoidance of doubt, the Excluded Liabilities shall include (and not be limited to): (ia) any and all Environmental Claims (whether asserted before or after the Closing) arising out of, relating to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee for Taxes of Seller maintained or implemented by Seller Sellers or any of its their respective Affiliates, whether such Liability arises arising prior to, on or after the Closing Date; (vb) all Liabilities for Taxes relating to the Purchased Assets or the Product Business arising from or attributable to any and all Liabilities, whether such Liabilities arise prior to, taxable period ending on or after before the Closing Date (or the portion of any Straddle Period beginning on the first day of such Straddle Period and ending on the day prior to the Closing Date); (c) all Liabilities of Sellers and/or any of their Affiliates under the Ancillary Agreements; (d) all Liabilities of Seller and/or any of their Affiliates in respect of any Litigation (whether class, individual or otherwise in nature, in law or in equity) commenced or asserted on or prior to the Closing, or based on acts or omissions of Sellers and/or any of their Affiliates or their respective equityholders, officers, directors or managers occurring on or prior to the Closing, and arising out of or to the extent relating to or otherwise in any way relating to the Purchased Assets or the Products, including any Liability to any equityholder of Sellers or any Affiliates of Seller; Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 406 under the Securities Act of 1933, as amended. Confidential Portions are marked: [***] (e) all Liabilities of Sellers to their suppliers for materials and services relating to the Products that were delivered or provided to Sellers on or prior to Closing; (f) all Liabilities arising out of or relating to any product liability, breach of warranty or similar claim for injury to any Person or property that resulted from the use or misuse of the Products sold on or prior to the Closing Date or otherwise relates to the Products sold (including any Litigation relating to any such Liabilities) on or prior to the Closing Date, arising out ofwhich, relating to or resulting from (A) in the case of any Multiemployer Plan split lots of Seller or Products, shall be determined as set forth in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or SellerTransitional Services Agreement; (vig) any and all Liabilities of Seller arising out offor Transfer Taxes, relating Apportioned Obligations or Indirect Taxes allocated to Sellers under Sections 4.9.2 or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing)4.9.4; and (xih) any and all Liabilities of Seller arising out of, relating to of or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the ClosingSeller Business.

Excluded Liabilities. Notwithstanding anything Excluded Liabilities shall include, but not be limited to, the following: (a) any Liability or obligation under any Contract of a Seller that is not an Assumed Contract; (b) any injury (physical or otherwise) to or death of any person or damage to or destruction of any property, whether based on negligence, invasion of privacy, breach of warranty, product liability, strict liability or any other theory, and including but not limited to any such injury, death, damage, or destruction relating to or caused by products sold by a Seller or services rendered by such Seller to a third party; (c) any and all Liabilities of any Seller or equityholder of a Seller for or relating to any Taxes, including pre-Closing Date pro-rated Taxes described in Section 9.5, subject, however, to the contraryterms of the VIT Agreements; (d) any Liability of a Seller relating to any collective bargaining agreements or other contracts, Buyer shall not assume agreements, or otherwise be obligated other obligations to which such Seller is a party or by which a Seller is bound; with respect to any act or omission prior to Closing, for the employment of any officer, individual, employee or group of employees; for the processing and payment of any worker’s compensation claims with respect to any injury or condition incurred by any employee of a Seller prior to Closing; for the payment of any wages, bonuses, commissions, vacation pay, perform or discharge severance pay prior to Closing; for the following Liabilitiesfurnishing of any benefits, except including but not limited to group insurance benefits, profit sharing benefits, pension or other employee benefits (including but not limited to any liability for unfunded or under-funded pension liability) accruing prior to Closing; or any obligations under COBRA; or any employment policy of a Seller relating to payment upon dismissal or termination of employment, including without limitation, with respect to any employee of a Seller not hired by Purchaser after Closing; (e) any Liability of a Seller related to any products or services rendered by a Seller, whether such claim is based on breach of contract, breach of warranty, negligence, strict liability, products liability, or otherwise; (f) any Liability of a Seller arising or accruing under any of the extent accrued in Assumed Contracts prior to Closing, whether by the categories listed in Appendix A and in terms thereof or as a result of the Adjusted Net Investment Amount on the Final Statement (all breach or failure of, or a default under, any term, condition or provision of such Assumed Contract by such Seller; (g) except as contemplated by Section 12.6(d), accruals for material returns, customer claims, or rebates accruing prior to Closing; (h) all Liabilities not so assumed by Buyer being referred to herein as of a Seller arising or incurred in connection with the “Excluded Liabilities”):negotiation, preparation, investigation and performance of this Agreement, and the other Transaction Documents, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others; (i) any and all Environmental Claims (whether asserted before or after the Closing) arising out of, Liabilities relating to or resulting arising from the conduct of the Business prior to the ClosingExcluded Assets; (iij) all Liabilities relating to or arising from the pending Action against any Seller on the Closing Date; (k) all Liabilities arising under, or with respect to, any Employee Benefit Plans, excluding the health care continuation requirements under Section 4980B of the Code and COBRA, or under Applicable Law; (l) subject to Article VIIIthe provisions of Section 13.3, all Liabilities of a Seller for any and all Claims by or for the benefit of any current present or former employee employees (including all Liabilities associated with any severance for such employees who do not become employees of the Business Purchaser), officers, directors, retirees, independent contractors (whether asserted before excluding, however, independent contractors under Assumed Contracts) or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort consultants of which Seller has Knowledge committed by Seller against any employee of a Seller, including any Liabilities associated with any claims for wages or breach other benefits, bonuses, accrued vacation, workers’ compensation, severance, retention, termination or default by Seller of any Contract between Seller and any of its employeesother payments, of which Seller has Knowledgeharassment, discrimination, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closingwrongful discharge; (iiim) subject to Schedule 2.3(a)(ii) and Article VIIIthe VIT Agreements, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between Liabilities for indebtedness of any Seller that do not comprise part of the Union and Seller other than any such Claims involving recall rights of laid-off employees after the ClosingAssumed Liabilities; (ivn) except for subject to the provisions of Section 13.3, any Liabilities under to indemnify, reimburse or pursuant advance amounts to any Purchased Contracts present or former officer, director, employee or agent of a Seller (including with respect to any breach of fiduciary obligations by same); and (o) subject to Section 12.6(h) and except the other matters with regard to the extent set forth in Schedule 2.3(a)(ii) physical condition of the Real Estate that are accepted or Article VIII or pursuant to waived by Purchaser under the Transition Services AgreementReal Estate PSA as part of the “as is” nature of the same thereunder, any and all Liabilities arising out of, relating in respect of, or in connection with the failure by a Seller to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract comply with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (v) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the ClosingApplicable Law.

Excluded Liabilities. Notwithstanding anything to the contrary, Buyer Catalyst expressly does not assume and shall not assume or otherwise be obligated liable to bear, pay, perform perform, satisfy or discharge any Liability whatsoever of ▇▇▇▇▇▇▇ or its Affiliates or relating to any of the following LiabilitiesTransferred Assets or Licensed Products, except to other than the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement Assumed Liabilities (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”):) and ▇▇▇▇▇▇▇ shall retain and shall bear, pay, perform, satisfy and discharge when due all Excluded Liabilities. Without limiting the foregoing, the term “Excluded Liabilities” includes the following Liabilities, whether currently existing or hereinafter created: (ia) any and all Environmental Claims (whether asserted before or after the Closing) arising out of, relating to or resulting from the conduct of the Business prior Liabilities to the Closing; (ii) subject extent related to Article VIIIthe Excluded Assets, including any and all Claims by claim arising from or for the benefit related to any act or omission of any current ▇▇▇▇▇▇▇ or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted Affiliates that occurred prior to the Closing Date and any Liabilities relating to the prosecution, maintenance, enforcement or relates defense of the Transferred Patents in the United States prior to conduct the date on which all of Seller occurring before the Closingtransfers required under Section 2.12(c)(ii) are completed; (iiib) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter associated directly or any employee-related program, policy, funding vehicle or Contract indirectly with any employee lawsuits, claims or actions related to or in connection with the research, development, testing, manufacture, storage, use, commercialization or other Exploitation of Seller maintained Licensed Product or implemented by Seller or any of its Affiliatesthe Transferred Assets, whether such Liability arises prior toin each case, on or after the Closing Date; (v) any and all Liabilities, whether such Liabilities arise prior to, on or after before the Closing Date, including any Liabilities arising out of, relating to or resulting from associated directly or indirectly with (Ai) any Multiemployer Plan recall of Seller Licensed Product prior to the Closing Date or in which Seller participates (ii) Governmental Authority notices, inspections, claims or other actions relating to Licensed Product prior to the Closing Date, including any withdrawal Liability Form 483 or Warning Letter issued by the FDA or any comparable notice issued by any other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or SellerGovernmental Authority; (vic) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable associated directly or indirectly with ▇▇▇▇▇▇▇’ obligations that were required to Seller be performed by ▇▇▇▇▇▇▇ under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii));the Transferred Contracts prior to the Closing Date; and (viid) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all other Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from associated directly or indirectly with ▇▇▇▇▇▇▇’ or its Affiliates’ or any infringementof their licensees’, misappropriation sublicensees’ or unlawful distributors’ ownership, use or Exploitation of any Intellectual Property of any Person by Seller in Licensed Product or the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller Transferred Assets prior to the Closing Date, whether known or unknown, asserted or unasserted, absolute or contingent, or matured or unmatured prior to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii)Closing Date, and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) including any and all Liabilities of Seller claim arising out of, relating to from or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business Transferred Assets prior to the ClosingClosing Date.

Excluded Liabilities. Notwithstanding anything to the contrarycontrary in this Agreement and regardless of whether such Liability is disclosed in the Disclosure Schedules or otherwise, Buyer Purchaser shall not assume or otherwise be obligated in any way become liable for any Liabilities (other than the Assumed Liabilities) of the Company or relating to payor arising out of the Company’s business and/or the Purchased Assets, perform and regardless of when or discharge the following Liabilitiesby whom asserted (collectively, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”):), including but not limited to: (i) any and all Environmental Claims (whether asserted before or after the Closing) arising out of, relating obligations to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Sellerfund checks written, or breach ACH or default by Seller of any Contract between Seller and any of its employeessimilar transactions authorized, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, that are outstanding on or after before the Closing Date; (ii) all Company Taxes; (iii) all Indebtedness; (iv) all Transaction Expenses; (v) any and all Liabilities, whether such Liabilities arise prior to, on under or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage with respect to any current Plan maintained or former officer, director, stockholder or employee contributed to by any member of the Business controlled group of companies (as such term is defined in Section 414 of the Code) of which the Company is or Sellerwas a member or with respect to which such controlled group member has any liability; (vi) any and all Liabilities relating to workers compensation, health care claims or other similar employee welfare claims which were filed on or before the Closing Date or relate to claims which arose due to occurrences or events on or before the Closing Date; (vii) all Liabilities (including, without limitation, severance or termination pay) relating to the Company’s termination of Seller arising out of, any employee; (viii) all Liabilities relating to or resulting arising from Taxes and Income Taxes allocable any breach on or prior to Seller the Closing Date, or any event, circumstance or condition first occurring or existing on or prior to the Closing Date that with notice, lapse of time or both would constitute or result in a breach, by the Company of any of its obligations under Section 7.1 hereof any Contract; (except for Assumed ix) all Liabilities with respect to any of the Excluded Assets (including, without limitation, under Section 2.3(a)(ii) and Section 2.3(a)(iiiany Contracts related thereto (including any Excluded Contracts)); (viix) all Liabilities relating to or arising from any Indebtedness, including fraudulent conveyance or similar claims made by any Guarantees not listed on Schedule 6.20 third party or otherwise permitted hereunderany claims made by the Company or any Affiliate of the Company relating to or arising from any payment made by Purchaser or any of its Affiliates to the Company or at the direction of the Company in accordance with the terms hereof; (viiixi) any and all Liabilities (including of Purchaser or any of its Affiliates) arising under any bulk transfer law or any common law doctrine of de facto merger or successor liability which is related to, the result of or arises out of the transactions contemplated hereby and which is not an express Assumed Liability; (xii) all other than Liabilities disclosed hereunder related to or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to Company’s business or the Closing) arising out of, relating to ownership of the Purchased Assets on or resulting from any violation of Law by Seller prior to the Closing Date which is not an expressed Assumed Liability, including, without limitation, all Liabilities relating to the extent that such Liabilities exceedor arising under any Anti-Bribery Laws, in the aggregateAnti-Money Laundering Laws, $10,000,000Environmental Laws, International Trade Laws, Privacy and Information Security Requirements, or Sanctions Laws; (ixxiii) any accounts payable or accrued expenses (whether or not actually accrued and all Liabilities whether or not arising out of, relating required to or resulting from the Businessbe accrued in accordance with GAAP); (xxiv) except to the extent any Liabilities set forth in on Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing2.2(b)(xiv); and (xixv) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described equity interests in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct any subsidiaries of the Business prior to the ClosingCompany listed on Schedule 4.3(c).

Excluded Liabilities. Notwithstanding anything to the contraryRegardless of whether a liability is disclosed herein or on any schedule or exhibit hereto, Buyer except as set forth in Section 2.3 above, Purchaser shall not assume or otherwise assume, and under no circumstances, including as a successor to any Seller, shall Purchaser be obligated to pay, perform perform, or discharge discharge, and none of the following LiabilitiesAcquired Assets shall be or become liable for or subject to, except any claim, demand, cost, expense, commitment, duty to perform, or liability of any kind, whether direct or indirect, primary or secondary, known or unknown, fixed or contingent, recorded or unrecorded, liquidated or unliquidated, due or to become due, asserted or unasserted, of the applicable Seller whether or not resulting from or arising out of any acts or omissions of such Seller or any Representative of the Business or related in any way to the extent accrued in Business with respect to any period prior to the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement applicable Closing (all of such Liabilities not so assumed by Buyer being referred to herein as the foregoing, collectively, the “Excluded Liabilities”). The Excluded Liabilities shall include, without limitation, the following liabilities of applicable Seller, in each case, with respect to any period prior to the applicable Closing (if any, as applicable): (a) all liabilities in respect of any pending or threatened Action of any kind or nature arising out of, relating to, or otherwise in respect of the operation of the Business or the Acquired Assets prior to the applicable Closing, including those that are listed or should have been listed on Schedule 4.12; (b) all liabilities in respect of, related to, or arising out of any facts, events, transactions, occurrences, circumstances, actions, or inactions occurring or existing as of or prior to the applicable Closing; (c) any liabilities arising from trade accounts payable of the applicable Seller, including, without limitation, intercompany payables owing to Affiliates of such Seller; (d) all liabilities arising from debt, loans, credit facilities, accrued expenses, and other obligations or indebtedness of the applicable Seller and/or the Business, including, without limitation, the Secured Debt; (e) all Tax obligations and liabilities of the applicable Seller (or Parent or any other Affiliates of such Seller) (i) for any taxable period, including their respective Taxes that will arise as a result of the sale of the Acquired Assets pursuant to this Agreement, but excluding Taxes allocated to Purchaser under Section 6.11), and (ii) relating to the Business or Acquired Assets for any taxable period (or portion thereof) ending before the applicable Closing Date, including, without limitation, any (A) Taxes arising as a result of the operation of the Business or ownership of the Acquired Assets prior to the applicable Closing, (B) employment Taxes paid or to be paid for any reason whatsoever relating to service prior to the applicable Closing, and (C) deferred Taxes of any nature; (f) any liabilities relating to or arising out of the Excluded Assets; (g) any liabilities under the Excluded Contracts; (h) any liabilities under any Contracts to the extent such liabilities arise out of or relate to a breach by the applicable Seller of such Contracts prior to the applicable Closing; (i) any and all Environmental Claims liability for breach of contract, breach of warranty, tort, infringement, misappropriation of trade secret or violation of Law, in each case, arising out of facts, events, transactions, occurrences, circumstances, actions, or inactions occurring or existing as of or prior to the applicable Closing; (whether asserted before j) any liability or after claim for injury to a Person or property; (k) any liability arising from a recall, design defect, or similar claims of any products manufactured or sold or any service performed by the Closingapplicable Seller; (l) any liabilities arising out of, relating in respect of, or in connection with the failure by the applicable Seller or Parent to or resulting from the conduct of own all right, title, and interest in and to the Business prior to the ClosingIntellectual Property; (iim) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules liabilities arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Sellerin respect of, or breach or default by Seller of in connection with any Contract between Seller and any of its employeesroyalties, of which Seller has Knowledgefees, claims, violations, or violation of any Law by Seller relating infringements with respect to the employment of Business Intellectual Property or the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closinginterests therein; (iiin) subject to Schedule 2.3(a)(ii) and Article VIIIany liabilities of the applicable Seller for any present or former employees, officers, directors, retirees, independent contractors, or consultants of such Seller, including, without limitation, any and all Claims liabilities associated with any claims for wages or other benefits, bonuses, profit shares, accrued vacation, workers’ compensation, severance, retention, termination, or other payments; (o) any liabilities to indemnify, reimburse, or advance amounts to any present or former Representative of the applicable Seller (including with respect to any breach of fiduciary obligations by same); (p) any liabilities arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out respect of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract in connection with any employee of Seller maintained or implemented the failure by the applicable Seller or any of its Affiliates, whether such Liability arises prior to, Affiliates to obtain on or after behalf of the Closing DateBusiness all Permits required to carry on the Business as presently conducted; (vq) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, liabilities arising out of, relating to in respect of, or resulting from (A) any Multiemployer Plan of in connection with the failure by the applicable Seller or in which Seller participates (including any withdrawal Liability of its Affiliates to comply with any Law or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or SellerOrder; (vir) any and all Liabilities of Seller arising out ofEnvironmental Claim or liabilities under Environmental Laws, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, of or relating to facts, circumstances, or resulting from any infringement, misappropriation conditions existing on or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to applicable Closing or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller otherwise to the extent arising out of any actions or omissions of the applicable Seller; (s) any liabilities arising out of, in respect of, or in connection with the failure by the applicable Seller or any of its Affiliates to comply with any labor or employment Law or Order; (t) any liabilities arising out of, in respect of, or in connection with the failure by the applicable Seller or any of its Affiliates to comply with any Law related to the Intellectual Property, to the extent arising out of or relating to facts, circumstances, or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant conditions existing on or prior to the Transition Services Agreement, applicable Closing or otherwise to the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing)extent arising out of any actions or omissions of such Seller; and (xiu) any lease, maintenance, insurance, Tax, and all Liabilities any other obligations or liabilities of the applicable Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) with respect to the extent not related to Business and/or the conduct of the Business Acquired Assets for all periods prior to the applicable Closing.

Excluded Liabilities. Notwithstanding anything the provisions of Section 1.6 or any other provisions in this Agreement to the contrary, Buyer Purchaser shall not assume or otherwise and shall not be obligated responsible to pay, perform or discharge any liabilities of Seller of any kind or nature whatsoever other than the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement Assumed Liabilities (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”): ), and the Seller shall pay and remain responsible for all such Excluded Liabilities. Without limiting the generality of this Section 1.7, the Excluded Liabilities shall include, but not be limited to, the following: (ia) any and all Environmental Claims (whether asserted before liability of Seller arising from, or after the Closing) arising out ofin connection with, relating to or resulting from the conduct of the Business prior to the Closing or the ownership of the Purchased Assets by Seller prior to the Closing;, including, without limitation, any such liabilities arising by reason of any violation or claimed violation by Seller, by acts or events or omissions arising or occurring prior to the Closing, of any federal, state or local law, rule, regulation, ordinance or any requirement of any governmental body; 4 (iib) subject to Article VIIIthe extent not covered by any applicable manufacturer’s warranty, any and all Claims by warranty liability of Seller or for similar obligation of Seller arising from products sold or services rendered prior to the benefit Closing; (c) any liability of any current Seller related to or former employee arising out of the Business Excluded Assets; (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (Ad) any tort of which Seller has Knowledge committed liability for (i) any taxes required by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law law to be paid by Seller relating to the employment Business, the Purchased Assets or the Assumed Liabilities for any taxable period ending on or before the Closing Date; (ii) any taxes that arise out of the current consummation of the transactions contemplated hereby or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by that are the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct responsibility of Seller occurring before the Closing; under Section 7.4; or (iii) subject to Schedule 2.3(a)(iiother taxes of Seller of any kind or description (including any liability for taxes of Seller that becomes a liability of Purchaser under the principles of transferee or successor liability or otherwise by operation of contract or law); (e) and Article VIIIany liability of Seller for any present or former employees, agents or independent contractors of Seller, including, without limitation, any and all Claims arising out ofliabilities associated with any claims for wages, relating bonuses, commissions, accrued vacation or other benefits, severance, termination or other payments accrued or incurred prior to or resulting from a Collective Bargaining Agreement between the Union and Seller other than Closing; (f) any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities liability under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit PlanPlan (later defined), including without limitation, any offer letter employee benefit plan of or sponsored by Seller, any 401K plan or any employee-related program, policy, funding vehicle or Contract with any other “employee pension benefit plan” as defined in Section 3(2) of Seller maintained or implemented by Seller or any the Employee Retirement Income Security Act of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; 1974 (v“ERISA”); (g) any and all Liabilities, whether such Liabilities arise prior to, on liability or after the Closing Date, arising out of, relating obligation with respect to or resulting from (A) any Multiemployer Plan indebtedness of Seller or in which Seller participates (including the Business owing to any withdrawal Liability bank or other Liability related to unfunded or under-funded benefits), or financial institution; (Bh) any obligation trade payables and accounts payable of Seller to provide Seller; (i) any liability arising out of or make available post-retirement welfare benefits or welfare benefit coverage relating to any current employee grievance against Seller arising from or former officer, director, stockholder relating to events or employee of the Business or Seller; omissions prior to Closing; (vij) any and all Liabilities of Seller arising out of, liability or obligation under or relating to or resulting from Taxes that certain founder compensation agreement between Seller and Income Taxes allocable to Seller under Section 7.1 hereof ▇▇▇▇▇▇ ▇▇▇▇ dated as of August 15, 2009 (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iiithe “Founder Compensation Agreement”)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the Closing.

Excluded Liabilities. Notwithstanding anything to the contrarycontrary contained in this Agreement, Buyer shall will not assume or otherwise be obligated to pay, perform or discharge liable for any of the following Liabilities, except to liabilities or obligations of PlayStream (the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the “"Excluded Liabilities”): (i") any and all Environmental Claims (whether asserted before or after the Closing) arising out of, relating to or resulting from the conduct none of the Business prior to the Closing;following liabilities or obligations will be Assumed Liabilities for purposes of this Agreement: (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against PlayStream's Liabilities or obligations under this Agreement or any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or other Transaction Document; (B) any actual of PlayStream's Liabilities or alleged discrimination by the Companyobligations for expenses, any of its Subsidiaries income taxes or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), fees incident to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out ofof the negotiation, relating preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including, without limitation, all attorneys', accountants' and brokers' fees, including any brokers' fees to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or ▇▇▇▇ Capital pursuant to any Purchased Contracts that certain Engagement Letter dated January 25, 2005 between ▇▇▇▇ Capital and except to PlayStream; excluding the extent set forth amounts identified in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (v) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)2(b)(i)(C); (viiD) except for the Assumed Severance Liability and the obligations with respect to accrued but unpaid paid time off described in Section 9(g), any Indebtedness, including any Guarantees not listed on Schedule 6.20 Liabilities or otherwise permitted hereunderobligations with respect to accrued wages payable to employees of PlayStream up to the Closing Date (even if such individuals are subsequently hired by the Buying Parties); (viiiE) any Liabilities or obligations with respect to any amount of Taxes (including interest, penalties and all Liabilities (other than Liabilities disclosed hereunder additions to such Taxes) that arose or accrued before the Closing Date in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation excess of the Business prior to accrued amount identified on the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000Most Recent Balance Sheet; (ixF) any and all of PlayStream's Liabilities not or obligations arising out ofby reason of any violation by PlayStream, relating its agents or affiliates of any federal, state, local or foreign law or any requirement of any governmental authority or by reason of any breach or alleged breach by PlayStream, its agents or affiliates of any agreement, contract, lease, commitment, instrument, judgment, order or decree (regardless of when any such violation or breach is asserted or alleged to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closinghave occurred); and (xiG) any and all Liabilities Liability or obligation of Seller arising out of, relating to PlayStream for the payment of dividends or resulting from the Excluded Assets described repurchase or other acquisition of any equity interest in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the ClosingPlayStream.

Excluded Liabilities. Notwithstanding anything to the contraryExcept as otherwise expressly provided for in this Agreement, Buyer shall not assume assume, or otherwise be obligated to payresponsible for, perform any liabilities or discharge obligations of Seller, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown whether arising out of occurrences prior to, at or after the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement Closing (all of such Liabilities not so assumed by Buyer being referred to herein as the “"Excluded Liabilities”):"), which Excluded Liabilities include, without limitation: (a) any liability or obligation to or in respect of any employees or former employees of Seller including, without limitation, (i) any employment agreement, whether or not written, between Seller and all Environmental Claims any person, (whether asserted before or after the Closingii) arising out ofany liability under any Employee Benefit Plan at any time maintained, relating contributed to or resulting required to be contributed to by or with respect to Seller or under which Seller may incur liability, or any contributions, benefits or liabilities therefor, or any liability with respect to Seller's withdrawal or partial withdrawal from or termination of any Employee Benefit Plan, (iii) any obligation for those employees of Seller on long-term and short-term disability at the conduct Closing and (iv) any claim of an unfair labor practice, or any claim under any group insurance or under any state unemployment compensation or worker's compensation law or regulation or under any federal or state employment discrimination law or regulation, which shall have been asserted on or prior to the Business Closing or is based on acts or omissions which occurred on or prior to the Closing; (iib) subject any liability or obligation of Seller in respect of any Tax; (c) any liability or obligation arising from any injury to Article VIIIor death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, product liability, enterprise liability or any and all Claims other legal or equitable theory arising from defects or alleged defects in products manufactured and/or sold by or for the benefit on behalf of Seller or any current other person or former employee of the Business (whether asserted before entity or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating from actions or inactions prior to Closing under or resulting from any Environmental, Health and Safety Law or resulting from any Hazardous Substance; (Ad) any tort liability or obligation of Seller arising out of or related to any Action against Seller or any Action which Seller has Knowledge committed by Seller against any employee of Seller, adversely affects the Assets and which shall have been asserted on or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing Date or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee basis of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, which shall have arisen on or after prior to the Closing Date; (ve) any and all Liabilities, whether such Liabilities arise prior to, on liability or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller resulting from entering into, performing its obligations pursuant to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officerconsummating the transactions contemplated by, director, stockholder or employee of the Business or Sellerthis Agreement; (vif) any and all Liabilities expenses of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or incurred in connection with the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person transactions contemplated by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services this Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xig) any and all Liabilities of Seller arising out of, relating liability or obligation related to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the Closingor any other Contract other than Assumed Contracts.

Excluded Liabilities. Notwithstanding anything any provision in this Agreement or any other writing to the contrary, Buyer VGS is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of the Company (or any predecessor of the Company or any prior owner of all or part of its businesses and assets) of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Company (all such liabilities and obligations not being assumed being herein referred to as the "EXCLUDED LIABILITIES"). Without limiting the generality of the foregoing, the Company and the Shareholder expressly acknowledge and agree that the Company shall retain, and VGS shall not assume or otherwise be obligated to pay, perform perform, defend or discharge the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”):discharge: (i1) any and all Environmental Claims (whether asserted before liability or after the Closing) arising out of, relating to or resulting from the conduct obligation of the Business Company and/or the Shareholder for Taxes, whether measured by income or otherwise; (2) any liability or obligation for Taxes arising in connection with any products or services sold, delivered or otherwise provided by or on behalf of the Company prior to the Closing; (ii3) subject to Article VIII, any and all Claims by liability or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, obligation relating to employee benefits or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, compensation arrangements existing on or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing Date, including any liability or relates to conduct obligation of Seller occurring before the ClosingCompany under or in connection with ERISA or any Plan or Benefit Program or Agreement; (iii4) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the ClosingEnvironmental Liability; (iv5) except for Liabilities under any product liability or pursuant warranty pertaining to any Purchased Contracts and except products and/or services sold, licensed, developed, manufactured or delivered by the Company prior to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (v6) any and all Liabilities, whether such Liabilities arise prior to, on liability or after the Closing Date, arising out of, relating obligation to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage a third party with respect to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities Liability to the extent arising out of, relating such liability or obligation relates to or resulting arises from any infringement, misappropriation act or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller omission taking place prior to the Closing Date; (7) any liability or obligation of the Company to the Shareholder, any Affiliate of the Company or the Shareholder, or any Person claiming to have a right to acquire any capital stock or other securities of the Company; (8) any liability relating to leases for real or personal property other than the Copier Lease, Office Lease and Phone Lease; (9) any liability or obligation relating to an Excluded Asset; (10) any liability or obligation to provide services or products to any customer under or in connection with any Assigned Contract from and after December 31, 2006 (it being understood that VGS is responsible for providing such products or services prior to December 31, 2006 in accordance with the terms of such Assigned Contract); or (11) any liability or obligation under any Assigned Contract to the extent that such Liabilities exceed, in liability or obligation exceeds the aggregate, $10,000,000; lesser of (ixA) any the amount of monies collected with respect to such Assigned Contract by and all Liabilities not arising out of, relating to for the account of VGS or resulting from the Business; (x) except to Parent after the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), Closing and (xviiiB) the contract counterparty's actual, direct damages under such Assigned Contract, unless such liability arises from non-performance under the Assigned Contract as a result of the negligent act or omission of the Buyer (other than Liabilities for which Buyer is expressly liable pursuant any failure to the Transition Services Agreementprovide services or products from and after December 31, the Engineering Services Agreement, the Intellectual Property License Agreement, 2006). The Company further agrees to use its commercially reasonable efforts to satisfy and with respect to recall rights under the Collective Bargaining Agreement discharge promptly after the Closing); and (xi) any Closing all debts, obligations and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct liabilities of the Business prior to the ClosingCompany not specifically assumed by VGS hereunder.

Excluded Liabilities. Notwithstanding anything Except for those liabilities expressly assumed -------------------- by Buyer pursuant to the contrarySection 2.2, Buyer shall not assume or otherwise and shall not be liable for, and Seller shall retain and remain solely liable for and obligated to paydischarge, perform or discharge the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”): (i) any debts, contracts, agreements, commitments, obligations and all Environmental Claims (whether asserted before or after the Closing) arising out of, relating to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit other liabilities of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee nature whatsoever of Seller, whether known or breach unknown, accrued or default not accrued, fixed or contingent, including without limitation, the following: (a) Any liability for breaches by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, on or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct Date of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter Contract or any employee-related programother instrument, policy, funding vehicle contract or Contract with any employee of Seller maintained or implemented by Seller purchase order or any of its Affiliatesliability for payments or amounts due under any Contract or any other instrument, whether such Liability arises prior to, contract or purchase order on or after prior to the Closing Date; (vb) Any liability or obligation for Taxes attributable to or imposed upon Seller, or attributable to or imposed upon the Assets for any and all Liabilities, whether such Liabilities arise prior to, on period (or after portion thereof) through the Closing Date, including, without limitation, any Taxes attributable to or arising from the transactions contemplated by this Agreement; (c) Any liability or obligation for or in respect of any loan, other indebtedness for money borrowed, or account payable of Seller, including any such liabilities owed to Seller; (d) Any liability or obligation arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time, to the extent relating to any action or omission on or prior to the Closing Date by or on behalf of Seller, including, without limitation, any liability for infringement of intellectual property rights, breach of product warranty, injury or death caused by products, violations of federal or state securities or other laws or liability for lawsuits by employees or former employees of Seller; (e) Any liability or obligation arising on or prior to the Closing Date out of any "employee benefit plan," as such term is defined by the Employee Retirement Income Security Act of 1974 ("ERISA") or other employee benefit ----- plans; (f) Any liability or obligation for making payments of any kind (including but not limited to as a result of the sale of Purchased Assets or as a result of the termination of employment by Seller of employees, or other claims arising out ofof the terms and conditions, relating under written contract or otherwise, of employment with Seller, or for vacation or severance pay or otherwise) to or resulting from (A) any Multiemployer Plan employees of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation respect of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee payroll taxes for employees of the Business or Seller; (vig) any Any liability of Seller incurred in connection with the making or performance of this Agreement and all Liabilities the transactions contemplated hereby; (h) Any liability of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior or failure to the Closing comply with any Environmental Regulations (as hereinafter defined) applicable to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities aspect of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing)Seller's business; and (xii) any and all Liabilities Any costs or expenses of Seller arising out ofincurred in connection with shutting down, relating to or resulting from deinstalling and removing equipment not purchased by Buyer, and the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) costs associated with all contracts and (xvii) to the extent agreements not related to the conduct of the Business prior to the Closingassumed by Buyer.

Excluded Liabilities. Notwithstanding anything Buyer is not assuming and shall not be liable for any payables or other liabilities of Seller or Shareholder, other than those specifically set forth above in this Section 1(c), whether related or unrelated to the contraryBusiness or the Assets, Buyer and shall not assume be liable for any debt, tax, account payable, obligation, claim or otherwise be obligated liability of Seller or Shareholder of any kind or description whatsoever, contingent or otherwise, known or unknown, whether related or unrelated to paythe Business or the Assets, perform and whether incurred by Seller or discharge Shareholder prior to, subsequent to or at the Closing, other than those specifically set forth above in this Section (1)(c) (all such excluded liabilities and payables are referred to as "Seller Liabilities"). Not as a limitation of the foregoing, it is understood that Buyer is not assuming the following, which shall remain liabilities of Seller and Shareholder (the following liabilities constitute a portion of the Seller Liabilities): (i) payables of Seller or Shareholder under Contracts as of the date hereof which were not included on the Statement of Net Assets (except for those payables incurred by Seller or Shareholder under Contracts in the ordinary course of business between May 24, except 2002 and the Closing); (ii) any other liabilities or payables of Seller, Shareholder, or their Affiliates existing prior to or arising after the date of this Agreement (which would be required to be listed on a balance sheet pursuant to GAAP) which are excluded from the Statement of Net Assets and not otherwise listed or described in this Section 1(c) or Section 3(s) or other portions of this Agreement or as limited under this Agreement, such as, warranty claims as set forth above; (ii) consequential damages or product liability claims of Seller, Shareholder, or a third party related to any claim for goods, services or Products, or operations of the Business which are based upon events or conditions existing prior to the extent date hereof; (iii) accrued payroll liabilities of Seller or Shareholder unless included in the categories listed in Appendix A Assumed Liabilities and in the Adjusted Net Investment Amount included on the Final Statement of Net Assets; (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”): (iiv) any and all Environmental Claims tax liabilities or obligations of Seller or Shareholder regardless of source but including all income, franchise or other taxes for all taxable periods through (whether asserted before or after as well as after) (as well as after) the Closing) arising out ofdate hereof, relating to or provided that Buyer shall be responsible for any and all tax liabilities resulting from the conduct Buyer's operation of the Business after the date hereof; (v) existing or potential liabilities under existing retirement, pension and profit sharing plans of Seller or Shareholder; (vi) responsibility for the disposal and any costs of disposal of hazardous waste attributable to operations of Seller prior to the Closing; date hereof; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (Avii) any tort contingent liabilities of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted Shareholder existing prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (v) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees are not listed on Schedule 6.20 or otherwise permitted hereunder; Section 1(c); (viii) any and all Liabilities Transaction Taxes (other than Liabilities disclosed hereunder or as defined in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; Section (6)(a); (ix) any and all Liabilities not arising out ofliabilities under employment agreements of Seller or Shareholder with F. ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇, relating to or resulting from the Business; including without limitation, any severance payments set forth therein; and (x) except any and all liabilities resulting from or related to the extent lawsuit pending against Seller in the United States District Court for the Western District of Louisiana, CV 01: 2527, as described in further detail in Schedule 3(l). including, but not limited to, product liability or other third party claims which have an origin arising prior to Closing.; and (vii) any and all city, county or state transfer or similar taxes incurred or imposed with respect to the conveyances of the Assets, including, but not limited to, revenue stamps or similar charges, fees or taxes on the transfer of properties constituting part of the Assets ("Transaction Taxes") (ede) Statement of Net Assets. Attached hereto as Exhibit B is an accounting by Seller of the Assets dated as of May 24, 2002 (the "Statement of Net Assets"), including the total fixed assets, accounts receivable, prepayments, and Inventory incorporated as part of the Assets, offset by the reserves established for uncollectible accounts receivable, obsolete inventory and warranty work (the Statement of Net Assets includes no other offsets for reserves), less the accounts payable (including accounts payable under Contracts as of May 24, 2002) and accrued expenses included in the Assumed Liabilities. The values assigned as a result of such inventory and accounting by Seller and Shareholder are in accordance with GAAP and consistent with any valuation rules agreed by the parties as set forth in Schedule 2.3(a)(ii1(d) or Article VII or pursuant Exhibit B. The parties acknowledge and agree that there have been changes to the Transition Services Agreement, any and all Liabilities Net Tangible Assets (as shown on the Statement of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviiiNet Assets) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and all Liabilities as a result of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct Seller's continued operation of the Business prior to since May 24, 2002. Accordingly, the Purchase Price shall be decreased on a dollar-for-dollar basis by the amount of any decrease in the Net Tangible Assets in excess of $100,000 as of the Closing, which shall result in a reimbursement to Buyer by Seller and Shareholder upon a final determination of such adjustment.

Excluded Liabilities. Notwithstanding anything to the contrary, Buyer shall not assume or otherwise be obligated to pay, perform or discharge responsible for the performance of any of the following LiabilitiesLiabilities (collectively, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”): (ia) any and all Environmental Claims (whether asserted before Any Liability of Seller exclusively in respect of or after the Closing) otherwise arising out of, relating to or resulting from the conduct operation or use of (x) the Business Excluded Assets or (y) except as expressly set forth in this Agreement, for the period prior to the Closing, the Acquired Assets; (b) Any Liability of Seller arising from the making or performance of this Agreement or a Related Agreement or the transactions contemplated hereby or thereby; (c) Any Liability of Seller under the Assigned Contracts or Assigned Leases (i) in respect of payment obligations for goods delivered or services rendered prior to the Closing Date, (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or a breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted obligations thereunder occurring prior to the Closing Date whenever such breach is declared by the Counterparty thereto or relates (iii) relating to conduct of Seller occurring before the ClosingCBA MOA; (d) Except for those Assumed Liabilities set forth in Section 2.3(d), any Liability of Seller (i) for any compensation, benefits, employment Taxes, workers compensation benefits and other similar Liabilities (including under the Generation CBA, any Employee Benefit Plan of Seller, or any other agreement, plan, practice, policy, instrument or document relating to any of the Transferred Employees) created, arising or accruing before the Closing Date, whether or not subject to any continued service agreement, including pro rata payments earned before the Closing Date, in respect of the Transferred Employees, any temporary employees, and the Scheduled Employees who are not offered, or who do not accept, employment with the Buyer, (ii) relating to the Transferred Employees or temporary employees for which Seller is responsible under Section 5.8, (iii) subject relating to Schedule 2.3(a)(iiformer employees, temporary employees or Scheduled Employees who are not offered, or who do not accept, employment with Buyer, or (iv) and Article VIIIin respect of any workers’ compensation, tort, Hazardous Substance exposure, discrimination, wrongful discharge, unfair labor practice or other employee Claim under applicable Laws or under Seller’s Employee Benefits Plans by any and all Claims Transferred Employee arising out of, of or relating to acts or resulting from a Collective Bargaining Agreement between omissions occurring prior to the Union and Seller other than Closing Date, by any such Claims involving recall rights of laid-off employees after the Closingformer employee, by any temporary employee or by any Scheduled Employee who is not offered, or who does not accept, employment with Buyer; (ive) except for Any Liability of Seller arising from or associated with any Intercompany Arrangement, other than Liabilities under those Assigned Contracts set forth on Schedule 2.2(j); (f) Any Liability of Seller for any fines or pursuant to penalties imposed by a Governmental Authority resulting from (i) any Purchased Contracts and except investigation or proceeding pending prior to the extent set forth in Schedule 2.3(a)(iiClosing Date or (ii) illegal acts or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee willful misconduct of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after to the Closing Date; (vg) Any Liability for Taxes (including, with respect to property Taxes, payments in addition to or in lieu of Taxes and the Property Tax Stabilization Payments) relating to the ownership, operation, sale or use of the Acquired Assets prior to the Closing, except those Taxes for which Buyer is liable pursuant to Section 2.7, Section 5.12 and Section 5.13. (h) Any Liability of Seller pursuant to Section 5.20; and (i) Subject to the provisions of Section 5.11, (A) any Environmental Liability caused, created or otherwise in existence due to the activities of or otherwise attributable to Seller prior to the Closing, except those Environmental Liabilities described in Section 2.4(i)(B)(II), Section 2.4(i)(C) and all LiabilitiesSection 2.4(i)(D) below, whether (B) any Environmental Liability arising out of or resulting from any Release of mercury at Schiller Station that occurred (I) prior to or on the Closing or (II) during the performance of the work pursuant to the Removal Contract, which Release occurred after Closing but prior to the Schiller Boiler Removal Completion Date, (C) any Environmental Liability relating to the treatment, disposal, storage, discharge, Release, recycling or the arrangement for such Liabilities arise prior activities at, or the transportation to, any Offsite Disposal Facility by Seller, prior to or on or after the Closing Date, arising out ofof Hazardous Substances that were generated at the Sites, relating to and (D) any Environmental Liability of Seller for any fines or penalties imposed by a Governmental Authority resulting from (AI) any Multiemployer Plan of Seller investigation or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business proceeding pending prior to the ClosingClosing Date or (II) arising out of, relating to illegal acts or resulting from any violation willful misconduct of Law by Seller prior to the Closing Date; provided, however, that the Liability of Seller pursuant to Section 2.4(i)(A) and, from and after the extent that occurrence of the Schiller Boiler Removal Completion Date, Section 2.4(i)(B)(I) (and, together with such Liabilities exceedclauses, in the aggregate, $10,000,000; (ixany associated indemnification obligations of Seller hereunder) any and all Liabilities not arising out of, relating to or resulting from the Business; shall terminate (x) except to on the extent set forth applicable Excluded Environmental Liability Termination Date, after which any Liabilities described in Schedule 2.3(a)(iiSection 2.4(i)(A) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviiiSection 2.4(i)(B)(I) (other than shall be Assumed Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License AgreementSection 2.3(a), and Seller shall have no further Liability with respect to recall rights under thereto, or (y) upon exceeding the Collective Bargaining Agreement after indemnification cap set forth in Section 7.4(a)(ii), if earlier than the Closing); and (xi) applicable Excluded Environmental Liability Termination Date, any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viiiSection 2.4(i)(A) and Section 2.4(i)(B)(I) shall be Assumed Liabilities for which Buyer is liable pursuant to Section 2.3(a), and Seller shall have no further Liability with respect thereto. The Excluded Liabilities described in Section 2.4(d) (xi)(asolely as it relates to employee exposure to Hazardous Substances), (xvSection 2.4(h) and (xvii) Section 2.4(i), as limited by the terms thereof, are referred to herein as the extent not related to “Excluded Environmental Liabilities.” For avoidance of doubt, it is the conduct intention of the Business prior Parties that Section 2.4(d) (solely as it relates to the Closingemployee exposure to Hazardous Substances), Section 2.4(h) and Section 2.4(i) shall exclusively define those Environmental Liabilities constituting Excluded Liabilities hereunder, and that no other provision of this Section 2.4 shall be construed to include any Environmental Liabilities.

Excluded Liabilities. Notwithstanding anything to Except as otherwise specifically provided in this Agreement, neither the contrary, Buyer nor its designee shall not assume or otherwise be obligated to pay, perform perform, or otherwise discharge any of the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”):liabilities or obligations: (i1) any and all liabilities or obligations of the Sellers in respect of any Excluded Assets or other assets of the Sellers which are not Purchased Assets; (2) any liabilities or obligations of the Sellers in respect of Taxes for any period on or before the Closing Date; (3) any liability, obligation or responsibility under or related to former, current or future Environmental Claims Laws or the common law, whether such liability or obligation or responsibility is known or unknown, contingent or accrued, arising as a result of or in connection with (whether asserted a) any violation or alleged violation by either of the Sellers of any environmental Law, on or before the Closing Date, arising from the use, operation, or after maintenance of the ClosingPurchased Assets by the Sellers; (b) compliance by either of the Sellers with applicable Environmental Laws on or before the Closing Date arising out offrom the use, relating operation, or maintenance of the Purchased Assets by the Sellers; (c) loss of life, injury to persons or property or damage to natural resources caused (or allegedly caused) by the presence, due to or resulting from the conduct any act or omission of either of the Business Sellers, or Release by either of the Sellers of Hazardous Substances at, on, in, under, adjacent to or migrating from the Purchased Assets on or before the Closing Date, including, but not limited to, Hazardous Substances contained in building materials at or adjacent to the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at the Purchased Assets; (d) loss of life, injury to persons or property or damage to natural resources caused (or allegedly caused) by the off-site disposal, storage, transportation, discharge, Release, recycling, or the arrangement for such activities, of Hazardous Substances, by either of the Sellers on or before the Closing Date, in connection with the ownership or operation of the Purchased Assets; (e) the investigation and/or remediation by either of the Sellers of Hazardous Substances that are present or have been Released on or before the Closing Date at, on, in, under, adjacent to or migrating from the Purchased Assets, including, but not limited to, Hazardous Substances contained in building materials at the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells or in other environmental media at or adjacent to the Purchased Assets; (f) the investigation and/or remediation by either of the Sellers of Hazardous Substances that are disposed, stored, transported, discharged, Released, recycled, or the arrangement of such activities, on or before the Closing Date, in connection with the ownership or operation of the Purchased Assets, at any off-site location; or (g) any of the circumstances described in subclauses (a) through (f) above if committed, done, or caused by, or due to or resulting from any act or omission of, any party other than the Sellers (other than the Buyer or its designee or their respective employees, invitees or agents) if the Sellers have knowledge thereof (notwithstanding the Buyer's knowledge thereof) on or prior to the Closing Date; the Sellers agree and acknowledge that the Excluded Liabilities described in this Section 2.4(3) shall include, without limitation, the liabilities disclosed in Schedule 5.11, as amended from time to time pursuant to Section 7.9, and any liabilities of the nature described in subclauses (a) through (g) above discovered by the Buyer in accordance with this Agreement and disclosed to the Sellers prior to the Closing Date, other than any of the foregoing that was committed, done or caused by or due to or resulting from any act of the Buyer or its employees, invitees or agents; (4) any liabilities, obligations or responsibilities relating to the following, provided, however, that the Buyer or its designee may have responsibility therefor under an Easement, an Interconnection Agreement, the Continuing Site Agreement or otherwise than as an Assumed Obligation: (a) the property, equipment or machinery retained by either Seller and kept within the switchyards and substations for which the Sellers will retain an Easement, (b) the transmission lines delineated in the Easements or (c) any of Sellers' operations on, or usage of, the Easements, including, without limitation, liabilities, obligations or responsibilities arising as a result of or in connection with (1) any violation or alleged violation by either of the Sellers of any Environmental Law or (2) loss of life, injury to persons or property or damage to natural resources; (5) any liabilities or obligations required to be accrued by the Sellers in accordance with generally accepted accounting principles and the FERC Uniform System of Accounts on or before the Closing Date with respect to liabilities related to the Purchased Assets; (6) any liabilities or obligations (a) relating to any claim, action, suit or proceeding pending against either of the Sellers as of the Closing Date, notwithstanding the disclosure thereof in any Schedule, or any subsequent claim, action, suit or proceeding arising out of or relating to such pending matters, (b) resulting from any act or omission of either of the Sellers occurring on or prior to the Closing Date, (c) resulting from the use, operation, or maintenance of the Purchased Assets by either of the Sellers on or prior to the Closing Date, or (d) resulting from property damage or personal injuries (including death) arising in connection with the use, operation, or maintenance of the Purchased Assets by either of the Sellers on or prior to the Closing Date; (7) any fines or penalties imposed by a governmental agency resulting from (A) an investigation or proceeding pending on or prior to the Closing Date or (B) illegal acts, willful misconduct or gross negligence of the Sellers prior to the Closing Date; (8) any payment obligations of the Sellers for goods delivered or services rendered prior to the Closing; (ii9) subject any liabilities or obligations imposed upon, assumed or retained by the Sellers or any of their Affiliates pursuant to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business Closing Documents; (whether asserted before 10) any liabilities, obligations or after the Closing) and not disclosed on the Disclosure Schedules arising out of, responsibilities relating to any Benefit Plan (as defined in Section 5.13(a) hereof), or resulting from to any "employee pension benefit plan", as defined in Section 3(2) of ERISA, or to any "pension plan", as defined in Section 1(1) of the Pension Benefits Act, whether or not terminated, established, maintained or contributed to by any of the Sellers or any of their ERISA Affiliates at any time or to which any of the Sellers or any of their ERISA Affiliates are or have been obligated to contribute to at any time ("ERISA Affiliate Plan"); including any liability (A) to the Pension Benefit Guaranty Corporation under Title IV of ERISA; (B) relating to a multiemployer plan; (C) with respect to non-compliance with COBRA or HIPAA; (D) with respect to noncompliance with any tort other applicable provision of the Code, ERISA, or the Pension Benefits Act or any other applicable laws; or (E) with respect to any suit, proceeding or claim which Seller has Knowledge committed by Seller is brought against the Buyer with respect to any Benefit Plan or ERISA Affiliate Plan, against any employee of SellerBenefit Plan or ERISA Affiliate Plan, or breach against any fiduciary or default by Seller former fiduciary of any Contract between Seller and such Benefit Plan or ERISA Affiliate Plan; and (11) any of its employeesliabilities, of which Seller has Knowledge, obligations or violation of any Law by Seller responsibilities relating to the employment or termination of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination employment by the CompanySellers of any individual (including, any of its Subsidiaries or their respective supervisory employees against any such employeebut not limited to, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained the Sellers), except as expressly assumed by the Buyer pursuant to Section 7.10. All such liabilities and obligations not being assumed pursuant to this Section 2.4 are herein called the "Excluded Liabilities". The parties agree and acknowledge that the Sellers shall be entitled exclusively to control, at Sellers' sole cost and expense, any litigation, administrative or implemented by Seller regulatory proceeding, and any investigation or remediation activities (including without limitation any environmental mitigation or remediation activities), arising out of or related to any Excluded Liabilities, and the Buyer agrees promptly to notify the Sellers of the institution or commencement of any of its Affiliatesthe foregoing if and when Buyer obtains knowledge thereof, whether and to cooperate fully, at Sellers' sole cost and expense, with the Sellers in connection therewith; provided, that all such Liability arises prior to, on or remediation activities conducted after the Closing Date; Date shall be coordinated with the Buyer and conducted in a manner as not to interfere unreasonably with Buyer's activities at the Purchased Assets (v) any including, without limitation, Buyer's operation and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee maintenance of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iiiPurchased Assets)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the Closing.

Excluded Liabilities. Notwithstanding anything to the contrarycontrary in the Transaction Documents and regardless of whether such Liability is disclosed in the Disclosure Schedules or otherwise, Buyer other than the Assumed Liabilities, neither Purchaser nor any Purchaser Designee shall not assume or otherwise be obligated to payin any way become liable for any Liabilities of Seller, perform including any Liabilities arising out of or discharge the following Liabilities, except related to the extent accrued in Business or the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement Acquired Assets, regardless of when or by whom asserted (all of such Liabilities not so assumed by Buyer being referred to herein as collectively, the “Excluded Liabilities”):), and provided that “Excluded Liabilities” shall also include the following Liabilities of Seller and its Affiliates: (i) any and all Environmental Claims (whether asserted Liabilities to fund checks written or similar transactions authorized, by Seller that are outstanding on or before or after the Closing) arising out of, relating to or resulting from the conduct of the Business prior to the ClosingClosing Date; (ii) subject to Article VIII, all Seller Taxes; (iii) all indebtedness and any and all Claims by or for the benefit guarantees of indebtedness of any current or former employee of the Business Person; (whether asserted before or after the Closingiv) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from all Transaction Expenses; (v) all Liabilities under (A) any tort of which Seller has Knowledge committed by Seller against Acquired Contract to the extent relating to or arising from any employee of Sellerbreach on or prior to the Closing Date, or any event, circumstance or condition first occurring or existing on or prior to the Closing Date that with notice, lapse of time or both would constitute or result in a breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of obligations under any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge Contract or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim Contract that is asserted prior to the Closing or relates to conduct of Seller occurring before the Closingnot an Acquired Contract; (iiivi) subject all Liabilities with respect to Schedule 2.3(a)(iiany of the Excluded Assets (including under any Contracts related thereto); (vii) and Article VIII, any and all Claims arising out of, Liabilities relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, fraudulent conveyance or similar claims made by any offer letter third party or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented claims made by Seller or any of its AffiliatesAffiliates relating to or arising from any payment made by Purchaser or a Purchaser Designee to Seller or at the direction of Seller in accordance with the terms hereof; (viii) all Liabilities imposed on Purchaser or a Purchaser Designee under any bulk transfer Law or any common law doctrine of de facto merger or successor liability, whether which is related to, the result of or arises out of the Transactions and which is not an express Assumed Liability; (ix) other than returns and chargebacks that are not Excess Returns and Chargebacks, all Seller Liabilities with respect to any products that were sold or services that were rendered by Seller and are subsequently returned to Purchaser or a Purchaser Designee or otherwise rejected by the purchaser thereof as a result of a breach of warranty or other breach of Seller to such Liability arises purchaser; (x) all Liabilities for product liability occurrences (including occurrences relating to the destruction of property, personal injury or death or any occurrence resulting from any failure to warn or any deficit in design, engineering or construction) with respect to products designed or manufactured (for or on behalf of Seller) or services rendered by Seller on or prior to the Closing Date and any related claims and litigation arising prior to, on or after the Closing DateDate from such product liability occurrences; (vxi) any and all Liabilities, whether such Seller Liabilities arise prior to, on under this Agreement or after the Closing DateAncillary Agreements; (xii) all Liabilities arising from, arising out of, of or relating to the matters or resulting products set forth on Schedule 2.2(b)(xii); (xiii) all Liabilities arising from (A) any Multiemployer Plan or relating to the employment, engagement or termination of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder Service Provider (including with respect to any employee benefit plans maintained or employee of the Business or sponsored by Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (viixiv) all Liabilities relating to any Indebtedness, including Proceedings pending or threatened against Seller or any Guarantees not listed on Schedule 6.20 of the current or otherwise permitted hereunder;former Service Providers; and (viiixv) any and all other Liabilities (other than Liabilities disclosed hereunder related to or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to or the Closing) arising out of, relating to ownership of the Acquired Assets on or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, Date not included as an Assumed Liability in the aggregatedefinition of “Assumed Liabilities” in Section 2.2(a). For purposes of this Section 2.2(b), $10,000,000; (ix) any and “Seller” shall be deemed to include all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities Affiliates of Seller and any predecessors to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), Seller and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and any Person with respect to recall rights under the Collective Bargaining Agreement after the Closingwhich Seller is a successor-in-interest (including by operation of Law, merger, liquidation, consolidation, assignment, assumption or otherwise); and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the Closing.

Excluded Liabilities. Notwithstanding anything Without limiting the generality of the first sentence of Section 1.3 and regardless of any disclosure by Seller to Buyer, Seller will be solely responsible and liable for any and all Liabilities of Seller relating to or arising out of the operation of the Business or the ownership of the Assets prior to the contrary, Buyer shall not assume or otherwise be obligated to pay, perform or discharge Closing other than the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement Assumed Liabilities (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”):), including the following Liabilities: (ia) Liabilities with respect to current, former or retired employees of Seller or consultants of Seller arising out of or relating to the employment of such employees or consultants by Seller prior to the Closing Date, including any liabilities relating to vacation or paid time off for any such employees; (b) Liabilities for Taxes, fees and other similar items however designated, and all Environmental Claims (whether asserted before interest, penalties and additions to Tax, including franchise and income Taxes and all accrued property, sales, use and payroll Taxes incurred or arising on or prior to the Closing Date, or incurred or accrued after the Closing) arising out of, Closing Date in connection with or relating to or resulting from the conduct activities of the Business prior to the ClosingClosing Date; (iic) subject to Article VIII, any and all Claims by or for the benefit Liabilities of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment operation of the current Business, including the use of the Assets, on or former employee asserting prior to the Closing Date, including accounts payable, trade payables and accrued operating expenses but excluding the Assumed Liabilities; (d) Liabilities arising out of or relating to the sale of any products or services by Seller on or prior to the Closing Date, other than the Assumed Liabilities; (e) litigation, whether currently pending or not, relating to the operation of the Business or use of the Assets prior to the Closing Date, or arising on or after the Closing Date to the extent that such Claim litigation relates to activities of which the Business on or prior to the Closing Date; (f) Liabilities under any Excluded Contracts or Real Property Leases; (g) Liabilities arising out of any failure by Seller has Knowledge to perform any obligation required to be performed by Seller or out of any default by Seller (or out of any event, fact or circumstance that, with notice or lapse of time or both, would constitute a default by Seller) on or before the Closing Date under or with respect to any Assets, including the Real Property Leases, Assumed Contracts or Permits (regardless of whether the assignment of any such Assets contains anything to the contrary or is silent on such issue) or out of Seller’s failure to comply with any Applicable Law; (h) Liabilities to any shareholder or other Affiliate of Seller or any owner or holder of any interest in Seller; (i) Liabilities of Seller with respect to (i) any Benefit Plan or Seller Plans established, maintained, sponsored or contributed to by Seller (including any 401(k) plan) or (Bii) accrued pension liabilities or retiree healthcare obligations or any unfunded or underfunded liabilities relating to employee post-retirement obligations; (j) all Liabilities under or relating to any Environmental Laws to the extent related to, arising or resulting from the ownership or operation of the Assets, the Excluded Assets (including the Leased Real Property) or the Business prior to Closing, including any Liabilities for (i) any actual release of or alleged discrimination by exposure to any Hazardous Substance at or from any real property or in connection with the Companyoperation of the Business, any of its Subsidiaries the Assets or their respective supervisory employees against any such employee, in the case of each of clause Excluded Assets (Aincluding the Leased Real Property) and clause (B), to the extent such Claim is asserted release or exposure occurred prior to the Closing; (ii) any violation of Environmental Laws prior to the Closing in connection with the operation of the Business, the Assets or relates the Excluded Assets (including the Leased Real Property); or (iii) any offsite transportation and disposal of Hazardous Substances prior to conduct the Closing in connection with the operation of Seller occurring before the ClosingBusiness, the Assets or the Excluded Assets (including the Leased Real Property); (k) any (i) outstanding indebtedness of or any obligation of Seller (whether as obligor or as guarantor) for borrowed money, whether current, short-term, or long-term, secured or unsecured, including notes payable, overdrafts, bank lines of credit and amounts owed on credit cards; (ii) deferred consideration for purchases of property which is not evidenced by trade payables, including any capital or finance leases; (iii) subject other financings of Seller (whether as obligor or as guarantor), including synthetic leases and project financing; (iv) payment obligations of Seller (whether as obligor or as guarantor) in respect of banker’s acceptances or letters of credit (other than stand-by letters of credit in support of ordinary course trade payables); (v) Liability of Seller (whether as obligor or as guarantor) with respect to Schedule 2.3(a)(iiderivative financial instruments, interest rate swaps, collars, caps and similar hedging obligations; (vi) bonuses payable in connection with the transactions contemplated by this Agreement (the “Transactions”) and Article VIIIaccrued bonuses for any employees, including any payroll tax or benefit plan (including 401(k)) obligations relating thereto; (vii) accrued and all Claims arising out ofunpaid interest or any contractual prepayment premiums, relating to penalties or similar contractual charges resulting from a Collective Bargaining Agreement between the Union Transactions or the discharge of such obligations with respect to any of the foregoing; (viii) Liability of Seller owed to any Affiliate of Seller or which Seller is obligated to pay on behalf of any such Person; and (ix) unpaid expenses of Seller in connection with the Transactions (including attorneys’, bankers’, accountants’ and other professionals’ fees), in each case that are payable by Seller on or after Closing (items (i) through (viii), collectively, “Debt”); other than any such Claims involving recall rights of laid-off employees after the ClosingAssumed Deferred Revenue; (ivl) except for Liabilities under arising out of or pursuant relating to the Retained Businesses and other Excluded Assets; (m) Liabilities related to the Real Property Leases or the Leased Real Property; (n) any warranty obligations relating to any Purchased Contracts and except products of the Business other than the Assumed Warranty Obligations, including any Liabilities related to Recalls of any products of the Business sold prior to the extent set forth in Closing Date, subject to Seller’s obligations under the Transition Services Agreement; provided that (i) for so long as Seller is providing “Procurement/Manufacturing Services” as described on Schedule 2.3(a)(ii) or Article VIII or pursuant A to the Transition Services Agreement, Seller’s obligations with respect to such unassumed warranty obligations will be limited to fulfillment at no cost to Buyer, and (ii) after Seller is no longer providing such “Procurement/Manufacturing Services,” Seller’s obligations regarding such unassumed warranty obligations shall be limited (subject to any other limitations and all Liabilities arising out ofqualifications in this Agreement) to reimbursing Buyer for the Buyer’s actual cost, relating to consistent with Seller’s historical practice, of warranty fulfillment, without markup for administration, overhead or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date;profit; and (vo) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees that Buyer is not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or specifically assuming pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the ClosingSection 1.3.

Excluded Liabilities. Notwithstanding anything to the contrary, Buyer shall not assume or otherwise be obligated to satisfy, pay, perform or otherwise discharge the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all any Liability or obligation of such Liabilities Seller not so expressly assumed by Buyer pursuant to the Assignment and Assumption Agreement (all such Liabilities and obligations not being referred to assumed being herein as called the “Excluded Liabilities”):) and, notwithstanding anything to the contrary in Section 3.01, none of the following shall be Assumed Liabilities for purposes of this Agreement: (ia) any Liabilities in respect of Taxes for which Seller is liable pursuant to Section 8.13; (b) any payables and all Environmental Claims other Liabilities or obligations of Seller to any of Seller’s Affiliates; (whether asserted before c) any costs and expenses incurred by Seller incident to its negotiation and preparation of this Agreement and its performance and compliance with the agreements and conditions contained herein; (d) any Liabilities or after obligations in respect of any Excluded Assets; **Portions of the ClosingExhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. (e) arising out ofany Liabilities in respect of the lawsuits, claims, suits, proceedings or investigations set forth in Section 6.07 of the Seller Disclosure Schedule; (f) any product liability or claims for injury to person or property, regardless of when made or asserted, relating to any Product manufactured, marketed, sold or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims licensed by or for the benefit on behalf of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing Date, but only if such liability or claim involves or relates to conduct the inaccuracy or breach of any representation or warranty made by Seller occurring before the Closing;in this Agreement; or (iiig) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, recalls on or after the Closing Date; (v) Date mandated by any and all Liabilities, whether such Liabilities arise prior to, on Governmental or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use Regulatory Authority of any Intellectual Property Product manufactured, marketed, sold or licensed by or on behalf of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing Date, but only if such recall involves or relates to the extent that such Liabilities exceed, inaccuracy or breach of any representation or warranty made by Seller in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services this Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the Closing.

Excluded Liabilities. Notwithstanding anything to Except for the contrary, Buyer shall not assume or otherwise be obligated to pay, perform or discharge the following Assumed Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (Sellers retain indefinitely all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”): (i) any and all Environmental Claims (whether asserted before directly or after the Closing) indirectly arising out of, relating to of or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (v) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the ClosingClosing Date (collectively, the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, Purchasers shall not assume or become liable for any obligations or Liabilities of Sellers other than the Assumed Liabilities, including, without limitation, the following: (a) any Excluded Taxes; (b) any Liability of the Sellers arising out of, of or relating to the execution, delivery or resulting from performance of this Agreement or any violation of Law the Seller Agreements; (c) any Liability relating to any Excluded Asset; (d) any Liability relating to any Benefit Plans; (e) any Liability to any employee, agent, or independent contractor of Sellers, whether or not employed by Seller any Purchaser after the Closing Date, arising prior to the Closing to Date or resulting from Sellers’ consummation of the extent that such transactions contemplated by this Agreement other than Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from arising out of Purchaser’s employee selection and employment offer process; provided, that Purchasers shall not assume any severance or unemployment compensation Liabilities owing to any employee of Sellers as a result of the Business; cessation of employment with any Seller (x) except to the extent set forth in Schedule 2.3(a)(ii) other than any compensation or Article VII or benefits owned pursuant to the Transition Services AgreementWARN Act, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, Purchasers shall be jointly and with respect to recall rights under the Collective Bargaining Agreement after the Closingseverally liable); and (xif) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not Liability related to the conduct failure of any reimbursement claim submitted to the Government Programs by Sellers for services rendered by the Business prior to the ClosingClosing Date to meet required statutory and regulatory requirements of such Government Programs or any actual or alleged violation by Sellers prior to the Closing of any Health Care Laws, regardless of whether any such matter (A) represents a failure of any representation or warranty contained in this Agreement to be true and correct when made or deemed made, (B) represents a breach of any warranty, covenant or agreement of Sellers contained in this Agreement or (C) was disclosed to Purchasers in this Agreement or any Seller Agreement or otherwise. For purposes of this Section 1.4(f), such Liability shall include, but not be limited to, any amounts to be recouped by, or repaid to, the Government Programs as a result of such improperly submitted claims for reimbursement and/or those discovered as a result of audits conducted by recovery audit contractors, zone program integrity contractors, or similar investigative agencies on behalf of such Government Programs; provided, that the Purchasers shall not have the authority to settle such Liabilities in an aggregate amount in excess of $250,000 without the prior written consent of the Sellers, which consent shall not be unreasonably withheld or delayed; provided, further, that any such settlement permitted to be effected without the Sellers’ consent shall only be permitted if (A) there is no finding or admission of any violation of Law or any violation of the rights of any Person, and (B) the settlement solely consists of the repayment of money.

Excluded Liabilities. Notwithstanding anything to any other provision of this Agreement, except for the contraryAssumed Liabilities expressly specified in Section 2.2, Buyer shall not assume assume, or otherwise be obligated to payresponsible for, perform any Liabilities of Seller, whether liquidated or discharge unliquidated, or known or unknown, whether arising out of occurrences prior to, at or after the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement date hereof (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”):). Seller shall remain liable for and shall discharge the Excluded Liabilities. Without limiting the generality of the foregoing, the Excluded Liabilities include, without limitation: (a) Except as otherwise provided in Section 6.6, any Liability to or in respect of any employees or former employees of Seller including without limitation (i) any employment or severance agreement or arrangement, whether or not written, between Seller and any person, (ii) any Liability under any Employee Plan at any time maintained, contributed to or required to be contributed to by or with respect to Seller or under which Seller may incur Liability, or any contributions, benefits or Liabilities therefor, or any Liability with respect to Seller’s withdrawal or partial withdrawal from or termination of any Employee Plan and (iii) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation law or regulation or under any federal or state employment discrimination law or regulation, which shall have been asserted on or prior to the Closing Date or is based on acts or omissions which occurred on or prior to the Closing Date; (b) Any Liability of Parent or BBI Biotech in connection with any Tax for periods ending on or prior to the Closing, including any Taxes arising in connection with the transactions contemplated by this Agreement; (c) any Tax arising from the operation of the Business for periods (including portions of Taxable periods) ending on or before the Closing Date; (d) Any Liability arising from any injury to or death of any person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in products manufactured or from services performed by or on behalf of Seller or any other person or entity on or prior to the Closing Date; (e) Any Liability of Seller arising out of or related to any Action against Seller or any Action which adversely affects the Purchased Assets in any material respect and which shall have been asserted on or prior to the Closing Date or to the extent the basis of which shall have arisen on or prior to the Closing Date; (f) Any Liability of Parent or BBI Biotech resulting from negotiating, entering into, performing its obligations pursuant to or consummating the transactions contemplated by, this Agreement; (g) Any Liability related to any Former Facility; (h) Any Liability related to any site where Seller or any of its Affiliates formerly disposed of solid or hazardous waste; (i) Any fees and expenses of Seller in connection with the transactions contemplated by this Agreement; (j) Any Liabilities to stockholders or former stockholders of Seller relating to matters arising on or prior to Closing (including but not limited to the transactions contemplated by this Agreement or by the Proxy Statement); (k) Any amounts due under any and all Environmental Claims (whether asserted before or after Insurance Policy, to the extent such amounts relate to periods prior to the Closing; (l) Any Liabilities arising out from or relating to the Excluded Assets; (m) Any Liabilities under any Contract, Lease, Permit or Government Contract relating to actions or omissions occurring prior to the Closing; (n) (i) indebtedness for borrowed money or for the deferred purchase price of property or services (other than trade payables) in respect of which Seller is liable, contingent or otherwise, as obligor or otherwise and any commitment by which Seller assures a creditor against loss, including contingent reimbursement obligations with respect to letters of credit (including but not limited to all Liabilities and obligations under the Revolving Credit and Security Agreement); (ii) indebtedness guaranteed in any manner by Seller, including a guarantee in the form of an agreement to repurchase or reimburse; (iii) except for capitalized leases listed on Schedule 4.7, obligations under capitalized leases in respect of which Seller is liable, contingent or otherwise, as obligor, guarantor or otherwise, or in respect of which obligations Seller assures a creditor against loss; and (iv) all interest, prepayment penalties, premiums, fees and expenses payable with respect to any of the foregoing; (o) any Liabilities which Buyer may become liable for as a result of or in connection with the failure by Seller to comply with any bulk sale or bulk transfer laws or as a result of any “defacto merger” or “successor in interest” theories of liabilities; (p) any Liabilities to the extent relating to violations or alleged violations of, relating to or resulting any liabilities or obligations under, law (including Environmental Laws, Permits and Environmental Permits) that arise from the conduct operation of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (Aq) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (v) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights the matters set forth on Schedules 4.12 (but excluding those Liabilities specified on Schedule 4.12 under the Collective Bargaining Agreement after the Closingheading “Post-Closing Obligations of Buyer”), 4.13 (b, c, d and e), 4.20, 4.21 and 4.28; and (xir) any and all All intercompany Liabilities of Seller arising out ofParent, relating to BBI Biotech or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the Closingany Subsidiary.

Excluded Liabilities. Notwithstanding anything the provisions of Section 2.3 or any other provision of this Agreement, any Annex, Schedule or Exhibit hereto or any Ancillary Agreement to the contrary, and regardless of any disclosure to the Buyer, except for the Assumed Liabilities, the Buyer shall not assume or otherwise be obligated to pay, perform or otherwise discharge (and the following LiabilitiesSeller shall retain, except pay, perform or otherwise discharge without recourse to the extent accrued in Buyer) any liabilities or obligations of an of the categories listed in Appendix A Asset Sellers of any kind, character or description whatsoever, whether direct or indirect, known or unknown, absolute or contingent, matured or unmatured, and in the Adjusted Net Investment Amount on the Final Statement currently existing or hereinafter arising (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”):), including the following: (ia) any all Taxes of the Seller and its Affiliates, including without limitation all Environmental Claims (whether asserted before Taxes arising from or after with respect to the Closing) arising out of, relating to Purchased Assets or resulting from the conduct operation of the Business that are incurred in or attributable to any period, or any portion of any period, ending on or prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (vb) any and all Liabilitiesliability pursuant to any Environmental Law arising from or related to any action, whether such Liabilities arise prior toevent, circumstance or condition occurring or existing on or after prior the Closing Date; (c) any liability not expressly assumed by the Buyer pursuant to Section 5.11 arising in respect of or relating to Business Employees or any Employee Plan; (d) any indebtedness for borrowed money or guarantees thereof outstanding as of the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan except for trade payables incurred in the ordinary course of Seller or in which Seller participates (including any withdrawal Liability or other Liability business and directly related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Sellerthe Purchased Assets; (vie) any and all Liabilities of Seller liability arising out from or related to any breach, failure to perform, torts related to the performance of, relating violations of Law, infringements or indemnities under, guaranties pursuant to and overcharges or resulting from Taxes and Income Taxes allocable to underpayments under, any Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller Contract prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000Date; (ixf) any and all Liabilities not liability arising out offrom or related to any compliance or noncompliance prior to the Closing Date with any Law applicable to the Seller, relating to the Business or resulting from the BusinessPurchased Assets; (xg) except any liability arising from or related to any Action against the Seller, the Business or the Purchased Assets pending as of the Closing Date or based upon any action or event occurring prior to the extent set forth in Schedule 2.3(a)(iiClosing Date; (h) any liability incurred by the Seller or Article VII any Person other than the Buyer arising out of or pursuant relating to the Transition Services Agreementnegotiation and preparation of this Agreement and the Ancillary Agreements (including fees and expenses payable to all attorneys and accountants, any other professional fees and all Liabilities of Seller to expenses and bankers’, brokers’ or finders’ fees for persons not engaged by the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the ClosingBuyer); and (xii) any and all Liabilities of Seller arising out of, liability or obligation relating to or resulting from the an Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the ClosingAsset.

Excluded Liabilities. Notwithstanding anything to any other provision of this Agreement, except for the contraryAssumed Liabilities expressly specified in Section 2.2, Buyer shall not assume assume, or otherwise be obligated to payresponsible for, perform any liabilities or discharge obligations of Seller, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown, whether arising out of occurrences prior to, at or after the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement date hereof (all of such Liabilities not so assumed by Buyer being referred to herein as the “"Excluded Liabilities”):"), which Excluded Liabilities include, without limitation: (a) Any liability or obligation to or in respect of any employees or former employees of Seller including without limitation (i) any and all Environmental Claims (employment agreement, whether asserted before or after the Closing) arising out ofnot written, relating to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employeesperson including without limitation accrued vested vacation benefits, of unpaid bonuses and salaries, (ii) any liability under any Employee Plan at any time maintained, contributed to or required to be contributed to by or with respect to Seller or under which Seller has Knowledgemay incur liability, or violation any contributions, benefits or liabilities therefor, or any liability with respect to Seller's withdrawal or partial withdrawal from or termination of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or Employee Plan and (Biii) any actual claim of an unfair labor practice, or alleged any claim under any state unemployment compensation or worker's compensation law or regulation or under any federal or state employment discrimination by the Companylaw or regulation, any of its Subsidiaries which shall have been asserted on or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing Date or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to is based on acts or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, omissions which occurred on or after prior to the Closing Date; (vb) Any liability or obligation of Seller in respect of any and all LiabilitiesTax; (c) Any liability arising from any injury to or death of any person or damage to or destruction of any property, whether such Liabilities arise prior tobased on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in products manufactured or from services performed by or on behalf of Seller or any other person or entity on or after prior to the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vid) any and all Liabilities Any liability or obligation of Seller arising out of, relating of or related to any Action against Seller or resulting from Taxes any Action which adversely affects the Assets and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed which shall have been asserted on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing Date or to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to basis of which shall have arisen on or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the Closing.Closing Date;

Excluded Liabilities. Notwithstanding anything any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller of whatever nature whether presently in existence or arising hereafter. All such other liabilities and obligations shall not assume or otherwise be obligated to pay, perform or discharge the following Liabilities, except to the extent accrued in the categories listed in Appendix A retained by and in the Adjusted Net Investment Amount on the Final Statement remain obligations and liabilities of Seller (all of such Liabilities liabilities and obligations not so being assumed by Buyer being herein referred to herein as the “Excluded Liabilities”):), and Seller will pay all such Excluded Liabilities as they become due. Notwithstanding anything to the contrary in this Section 2.04, none of the following shall be Assumed Liabilities for the purposes of this Agreement: (ia) any and all Environmental Claims (whether asserted before Any liability or after obligation for Tax arising from or with respect to the Closing) arising out of, relating to Acquired Assets or resulting from the conduct operations of the Business prior which is incurred in or attributable to the ClosingPre-Closing Tax Period; (iib) subject to Article VIII, Any liability or obligation for any and all Claims by accounts payable or for the benefit of any current other accruals arising on or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the ClosingDate; (iiic) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to Any liability or resulting from a Collective Bargaining Agreement between obligation under the Union and Seller Contracts (other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts End User Relationships and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its AffiliatesMerchant Relationships), whether such Liability arises prior to, on arising before or after the Closing Date; (vd) Any liability or obligation under any and all LiabilitiesEnd User Relationship or any Merchant Relationships that arises after the Closing Date but that arises out of or relates to any default, breach, violation or failure to perform or comply with the terms thereof that occurred on or before the Closing Date; (e) Any liability or obligation under any Excluded Contract whether such Liabilities arise prior to, on arising before or after the Closing Date; (f) Any liability or obligation, including indemnification and warranty obligations, arising out of, relating to of or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded any products or under-funded benefits)services, manufactured, distributed or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of sold in connection with the Business on or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000Date; (ixg) any and all Liabilities not arising out Any liability or obligation relating to employees of, relating to or resulting from independent contractors or consultants to, the Business; (x) except Business for all periods ending on or prior to the extent set forth Closing Date, including, without limitation, workers’ compensation claims, disability and occupational diseases in Schedule 2.3(a)(ii) each case without regard to whether such injuries, claims, conditions, events and occurrences are known or Article VII otherwise manifest on or pursuant prior to the Transition Services AgreementClosing Date and any bonuses, any vacation pay, or severance or retention obligations to such employees, whether or not accrued on Seller’s books and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing)records; and (xih) any and all Liabilities of Seller arising out of, Any liability or obligation relating to or resulting from the any Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the ClosingAsset.

Excluded Liabilities. Notwithstanding anything to Except for the contraryAssumed Liabilities, Buyer in no event shall not assume or otherwise be obligated Purchaser assume, agree to pay, perform satisfy or discharge or otherwise have any responsibility for any liabilities or obligations of Seller, and, without limiting the following Liabilitiesgenerality of the foregoing, except to Assumed Liabilities shall not include any liabilities or obligations in respect of the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”): following: (i) Taxes (as hereinafter defined) of Seller of any and all Environmental Claims (whether asserted before kind or after the Closing) arising out of, relating to or resulting from the conduct of the Business prior to the Closing; for any period; (ii) subject to Article VIII, any and all Claims by liability or for the benefit obligation of Seller whatsoever which accrued at any current time on or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its AffiliatesDate, whether or not such Liability liability or obligation arises prior to, on or after the Closing Date; (v) any and all Liabilities, whether such Liabilities arise prior to, on or after subsequent to the Closing Date, arising out ofincluding, relating without limitation, any liabilities with respect to payroll and accrued vacation pay and employee claims or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating attributable to any payroll period ending prior to the Closing Date or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in ending after the Closing Date that relates solely to the operation of the Business prior to the ClosingClosing Date, distributions payable, debt or notes payable (including, without limitation, bank overdrafts), insurance related liabilities (whether known or unknown), including workers' compensation claims (asserted or unasserted, whether or not reported and whether or not reserved for, and including liability for the payment of deductible amounts), and litigation or claims (including, without limitation, contract claims, discrimination claims, EEOC claims and Medical Malpractice Claims (as hereinafter defined)); (iii) arising out of, any liability or obligation of Seller relating to or resulting arising from Seller's breach of, default under or failure to comply with, at any violation of Law by Seller time on or prior to the Closing Date, whether or not such liability or obligation arises prior or subsequent to the extent that such Liabilities exceedClosing Date, in the aggregate, $10,000,000; any Assumed Liability; (ixiv) any and all Liabilities not arising out of, liability or obligation of Seller relating to or resulting arising from the Business; (x) except Seller's failure in a timely manner to pay or perform any other liability or obligation which accrued at any time on or prior to the extent set forth in Schedule 2.3(a)(ii) Closing Date, whether or Article VII not such liability or pursuant obligation arises prior to or subsequent to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), Closing Date; (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and all Liabilities liability or obligation of Seller arising out ofof or with respect to any third party or governmental claim pending on the Closing Date or thereafter initiated based on or arising out of the operation of Seller's business on or prior to the Closing Date, whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (vi) any liability or obligation of Seller relating to the breach of any Law (as hereinafter defined) (including, without limitation, the WARN Act (as hereinafter defined) and Environmental Laws (as hereinafter defined)); (vii) any liability or resulting from the Excluded Assets described in Sections 2.2(b)(viiiobligation of Seller under or relating to any Employee Benefit Plan (as hereinafter defined) (including, without limitation, any employment agreements outstanding with Seller), whether or not such liability or obligation arises prior to or subsequent to the Closing Date; (xi)(a)viii) any liability or obligation of Seller arising out of or incurred in connection with the negotiation, (xv) 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 Seller; and (xviiix) except for the Assumed Liabilities, any other claim, loss, liability, obligation, damage, cost or expense of Seller. Seller agrees to pay and settle all its liabilities and obligations (other than the Assumed Liabilities) in a timely manner. Without limiting the generality of the foregoing, Seller shall pay, in accordance with its payroll policies in effect on the Closing Date, all payroll expenses that are payable after the Closing Date but that relate solely to the extent not related to the conduct operation of the Business prior to the ClosingClosing Date.

Excluded Liabilities. Notwithstanding anything Section 2.3, other than, to the contraryextent of the Seller’s Interests, Liabilities of Conemaugh Fuels, LLC and Keystone Fuels, LLC, Buyer shall not assume or otherwise be obligated to pay, perform or otherwise discharge the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement Liabilities of Seller (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”): (ia) Any Liabilities of Seller in respect of any and all Environmental Claims Excluded Assets or other assets of Seller which are not Purchased Assets, except to the extent caused by the acts or omissions of Buyer or its Representatives or Buyer’s ownership, lease, maintenance or operation of the Purchased Assets; (whether asserted b) Any Liabilities of Seller in respect of Taxes attributable to the Purchased Assets for taxable periods ending before the Closing Date, except for Taxes for which Buyer is liable pursuant to Section 3.5 or after the Closing6.5; (c) Any Liabilities of Seller arising out of, relating to or resulting from the conduct of the Business breach prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default Closing Date by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the ClosingSeller’s Agreements; (iiid) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Any Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (v) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide third parties for personal injury or make available post-retirement welfare benefits tort, or welfare benefit coverage to any current or former officer, director, stockholder or employee similar causes of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities action to the extent arising out ofof the ownership, relating to lease, maintenance or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business Purchased Assets prior to the ClosingClosing Date, other than the Liabilities assumed by Buyer under Section 2.3(c); (e) arising out of, relating to Any fines or penalties imposed by any Governmental Authority resulting from any violation of Law by Seller that occurred prior to the Closing Date, it being understood that costs associated with correcting such violations shall not be deemed to the extent that such Liabilities exceed, in the aggregate, $10,000,000be fines or penalties for purposes hereof; (ixf) any and all Liabilities not arising out of, relating Any payment obligations of Seller for services rendered prior to or resulting from the BusinessClosing Date; (xg) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Any Liabilities of Seller relating to Remediation, loss of life, injury to persons or property and damage to natural resources arising from the storage, transportation, treatment, disposal, discharge recycling or Release of Hazardous Substances at any Off-Site Location, or arising from the arrangement for such activities, prior to the Closing Date, which Hazardous Substances were generated in connection with the ownership, lease, maintenance, construction, modification or operation of the Purchased Assets, the Jointly Owned Stations or the Sites, provided, for purposes of this Section, “Off-Site Location” does not include any adjacent or nearby location to which Hazardous Substances, disposed, discharged or Released at the Purchased Assets, the Jointly Owned Stations or the Sites have migrated or come to be located; and (h) Any Liability under or related to Environmental Laws arising as a result of the operation by Seller or its Affiliates of the Transmission Assets, except to the extent arising out of, of or relating to Buyer’s ownership, lease, maintenance, construction, modification or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) operation of any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the ClosingPurchased Asset.

Excluded Liabilities. Notwithstanding anything Except as specifically set forth in Section 1.3 with respect to the contrary, Buyer shall not assume or otherwise be obligated to pay, perform or discharge the following Assumed Liabilities, except the Seller shall retain and shall be responsible for paying, performing and discharging when due, and the Purchaser is not hereby assuming or having any responsibility for any and all Liabilities of the Seller, whether relating to the extent accrued in Purchased Assets or otherwise, including the categories listed in Appendix A following, which the Seller shall retain and in which will remain the Adjusted Net Investment Amount on sole obligation of the Final Statement Seller (all of such Liabilities obligations and liabilities not so assumed by Buyer being referred to herein as hereunder, the “Excluded Liabilities”): (a) all Liabilities of the Seller (including any Liabilities that result from, relate to or arise out of tort or other product liability Claims) that (i) arise with respect to any and all Environmental Claims (whether asserted before Business or after the Closing) arising out ofPurchased Assets, relating to or resulting from the conduct of the Business use thereof, at or prior to the Closing; Effective Time, (ii) subject relate to Article VIII, any and all Claims by periods ending at or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating prior to the employment of the current or former employee asserting such Claim of which Seller has Knowledge Effective Time or (Biii) any actual are to be observed, paid, discharged or alleged discrimination by performed at or prior to the CompanyEffective Time, any of its Subsidiaries or their respective supervisory employees against any such employeeexcept, in the case of to each of clause the foregoing clauses (Ai) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; through (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (v) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefitsinclusive), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000are otherwise expressly Assumed Liabilities; (ixb) any all quantity and all Liabilities not arising out of, relating trade discounts given by the Seller with regard to Product sold at or resulting from prior to the BusinessEffective Time; (xc) except all chargebacks and co-pay vouchers and checks processed at or prior to the Effective Time that relate to any Product, and all amounts owing in respect thereof; (d) any First Quarter Rebates and amounts owing in respect thereof; (e) all credits and allowances verified or processed prior to the Effective Time that arise out of or relate to the return of any Products, and all amounts owing in respect thereof; (f) any amounts payable or owed by the Seller pertaining to any time period prior to the Effective Time with respect to distribution services performed by McKesson Corporation, AmerisourceBergen Corporation, Cardinal, Kinray, or H.D. ▇▇▇▇▇ or their respective Affiliates for or on behalf of the Seller (“Pre-Closing Distribution Services Obligations”); (g) any Liabilities of the Seller under the Par Agreement; (h) all Liabilities that the Seller owes under the Lilly Agreement as of the Effective Time other than the Assumed Keflex Royalty Liabilities; (i) any penalties or interest resulting from failure to timely pay amounts due under any Assumed Contracts to the extent set forth in Schedule 2.3(a)(iirelating to any time prior to the Effective Time; (j) all amounts payable pursuant to Section 365(b)(1)(A) or Article VII or (B) of the Bankruptcy Code, other than the Purchaser Cure Amounts, in order to effectuate, pursuant to the Transition Services AgreementBankruptcy Code, any the Seller’s assumption and assignment to the Purchaser of the Assumed Contracts under the Approval Order; (k) all Liabilities related to litigation to which the Seller or any of its Affiliates are party; (l) all Employee Obligations; (m) any Purchaser Cure Amounts paid by the Seller prior to Closing in the Seller’s sole discretion; (n) all Liabilities relating to any environmental, health or safety matter (including any Liability or obligation arising under any Environmental Law) arising out of or relating to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant Seller’s operation of any Business prior to the Transition Services AgreementEffective Time or any other of the Seller’s businesses or the Seller’s leasing, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing)ownership or operation of real property; and (xio) any and all Liabilities of Seller arising out of, relating to Liability set forth or resulting from the Excluded Assets described in Sections 2.2(b)(viiiSchedule 1.4(o), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the Closing.

Excluded Liabilities. Notwithstanding anything to (i) Seller shall be responsible for the contrary, Buyer shall not assume or otherwise be obligated to pay, perform or discharge payment of the following Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement liabilities (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”): (iA) the Companies’ bonuses accrued as of the Closing Date under the Companies’ annual bonus plan calculated in the ordinary course of business consistent with past practice and in a manner consistent with the methodologies set forth on Schedule 2.2(c)(i)(A), (B) the Companies’ restructuring expenses accrued as of the Closing Date, calculated in a manner consistent with the calculation of such amounts in the Financial Statements, and (C) the amount of customer deposits by Sidley Austin held as of the Closing Date, to the extent that the services for which prepayment was made have yet to be performed, and (D) any and all Environmental Claims (whether asserted before or after the Closing) arising out of, relating to or resulting from the conduct customer discounts accrued as of the Business prior to Closing Date, calculated in a manner consistent with the Closing;methodologies set forth on Schedule 2.2(c)(i)(D). (ii) subject Seller shall pay to Article VIII, any and all Claims by Buyer (or for its designee) the benefit of any current or former employee amounts of the Excluded Liabilities set forth in Sections 2.2(c)(i)(B) and (C) above within five Business (whether asserted before or Days after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing;Date. (iii) subject Buyer shall deliver to Schedule 2.3(a)(iiSeller a calculation of the amount of accrued bonuses calculated in accordance with Section 2.2(c)(i)(A) and Article VIIIof the amount of accrued customer discounts calculated in accordance with Section 2.2(c)(i)(D), any and all Claims arising out oftogether with reasonable detail supporting each such calculation, relating to on or resulting from a Collective Bargaining Agreement between before the Union and Seller other than any such Claims involving recall rights of laid-off employees 30th day after the Closing;Closing Date (provided that such 30th day is not before November 30, 2004). Seller shall have 15 days to review such calculations and raise objections if Seller believes that the amounts have not been calculated in accordance with Section 2.2(c)(i)(A) and Section 2.2(c)(i)(D), respectively. Any disputes with respect to the bonus or customer discount calculations shall be resolved in a manner consistent with the Neutral Auditor provisions set forth in Section 2.2(b)(iii). Seller shall pay to Buyer (or its designee) cash in the amounts of the Excluded Liabilities calculated as set forth in Sections 2.2(c)(i)(A) and (D) above within five Business Days after the end of such 15-day review period or, if Seller raises an objection within such period with respect to one or both calculations, within five Business Days after the resolution of the resulting dispute over such amount in accordance with the Neutral Auditor provisions. (iv) except for Liabilities under Seller’s payment to Buyer (or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(iiits designee) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (v) any and all Liabilities, whether such Liabilities arise prior to, on or after the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or amounts of Excluded Liabilities calculated in accordance with this Section 2.2 shall discharge Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii)’s responsibility therefor, and (xviii) (other than Liabilities thereafter the Companies shall be solely responsible for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and payment of all Liabilities of Seller arising out of, relating to or resulting from the such Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the ClosingLiabilities.

Excluded Liabilities. Notwithstanding anything to the contraryExcept as contemplated by Section 2.03, Buyer shall not assume or otherwise be obligated assume, nor shall it agree to pay, perform or discharge the following Liabilitiesdischarge, except any Liability of Seller or any Affiliate of Seller, whether or not arising from or relating to the extent accrued in conduct of the categories listed in Appendix A Business or the Facility (other than the Subleased Portion) and in the Adjusted Net Investment Amount on the Final Statement whether absolute, contingent, accrued, known or unknown (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”):). Without limiting the generality of the prior sentence, Excluded Liabilities shall include: (ia) Liabilities arising directly out of or based primarily on any and all Environmental Claims (whether asserted before or after the Closing) arising out of, relating to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to which Seller, the employment of Business or the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), Facility is subject to the extent such Claim is asserted Liabilities relate to violations occurring on or prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (vb) Liabilities under any Acquired Contracts to the extent arising prior to the Closing Date; (c) Liabilities related to the Excluded Assets; (d) Liabilities under the Excluded Contracts or any other Contracts, including Intellectual Property Agreements, (i) which are not validly and all Liabilities, whether effectively assigned to Buyer pursuant to this Agreement; (ii) which do not conform to the representations and warranties with respect thereto contained in this Agreement; or (iii) to the extent such Liabilities arise out of or relate to a breach by Seller of such Contracts prior to, to Closing; (e) Liabilities of Seller or its Affiliates for performance under the Transaction Documents; (f) Liabilities for Taxes assessed on the Purchased Assets or after the income of the Business or Seller as of the Closing Date, arising out of, relating to or resulting from (A) any Multiemployer Plan and liabilities for Taxes of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vig) Liabilities related to any failure to maintain, fund or administer any Employee Benefit Plan in accordance with its terms and all applicable laws and regulations; (h) Liabilities related to any retention letter or agreement, restricted share award agreement, bonus, deferred compensation plan, incentive compensation plan or similar Employee Benefit Plan related to periods on or prior to the Closing Date; (i) Liabilities related to any Debt on the part of Seller or its Affiliates; (j) Liabilities arising out of, relating from warranties made by Seller or its Affiliates prior to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof Closing; (except for Assumed k) Liabilities under Section 2.3(a)(iithe Machinery and Equipment Agreement and Machinery and Equipment Note; (l) and Section 2.3(a)(iii)Liabilities arising from chargebacks related charges by Seller or its Affiliates prior to Closing; (m) Liabilities related to the Purchased Assets arising prior to the Closing Date (including Liabilities that are attributable to facts or circumstances occurring or in existence prior to the Closing Date); (viin) Any Liability of Seller with respect to any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities Proceeding to the extent arising out of, relating related to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the ClosingClosing Date; (o) Any Liability arising out ofand accruing before the Closing Date in connection with the employment of any employee or former employee of either Seller or its Affiliates, relating to or resulting from any violation in connection with the termination of Law Business Employees by Seller as contemplated by this Agreement; (p) Any Incentive Clawbacks with respect to Seller Incentives delivered prior to the Closing Date, except Incentive Clawbacks with respect to Seller Incentives arising out of Buyer’s or its Affiliates actions or Buyer’s or its Affiliates failure to act after the extent Closing Date, or any other Incentive Clawbacks that such Liabilities exceedare primarily caused by an error, in the aggregatemisstatement, $10,000,000or non-compliance with Law by Seller or its Representatives; (ixq) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Any Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing)Environmental Liabilities; and (xir) any and all Liabilities Any other Liability of either Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent its Affiliates that is not related to the conduct of the Business prior to the Closingan Assumed Liability.

Excluded Liabilities. Notwithstanding anything to the contrarycontrary set forth in Section 2.2(a), Buyer shall not assume or otherwise be obligated to pay, perform or discharge other than the following Assumed Liabilities, except to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”): (i) any and all Environmental Claims (whether asserted before or after the Closing) arising out of, relating to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and neither Purchaser nor any of its employees, Affiliates will assume or be bound by any Liability of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, and Seller and its Affiliates shall retain all Liabilities that arise prior to the Effective Time with respect to the Transferred Operations other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including, for the avoidance of doubt and by way of example only: (1) any Liability relating to any violation of or noncompliance with Applicable Law (including for the avoidance of doubt noncompliance with bank secrecy and anti-money laundering laws and regulations and any penalties or fines imposed by any Governmental Entity), regardless of whether such Liability arises becomes known prior to, on or after the Closing DateEffective Time; (v2) the cost of any change of control payments payable by Seller to its employees or any third Person in connection with the transactions contemplated hereby; (3) the Excluded Deposits; (4) any and all LiabilitiesLiability to the extent related to or arising out of the ownership, use, possession, enjoyment, transfer or operation of any Excluded Asset or Retained Business whether such Liabilities arise prior tobefore, on or after the Closing DateClosing; (5) any Excluded Taxes; (6) the Debit Card Rewards Program Liability, arising out ofany amounts owed by Seller under the Debit Card Rewards Program and all costs associated with the Debit Card Rewards Program and the termination thereof, relating if Purchaser has delivered notice to Seller in accordance with Section 7.18 for Seller to terminate the Debit Card Rewards Program; (7) all Liabilities that relate to or resulting arise from the employment by Seller or its Affiliates of (A) any Multiemployer Plan of Seller Transferred Operations Employees on or in which Seller participates prior to the Closing Date (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or all Liabilities for accrued but unused paid time off) and (B) Retained Business Employees at any obligation of time; (8) all Liabilities under the Employee Plans, whether or not such claims are submitted for payment or reimbursement on or prior to the Closing Date; and (9) any Controlled Group Liability arising under any Employee Plan or any employee benefit plan sponsored, maintained or contributed to, or required to be contributed to, by Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee ERISA Affiliate of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing); and (xi) any and all Liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct of the Business prior to the Closing.

Excluded Liabilities. Notwithstanding anything to any other provision of this Agreement, except for the contrary, Assumed Liabilities expressly specified in Section 2.2. Buyer shall not assume assume, or otherwise be obligated to payresponsible for, perform any liabilities or discharge the following Liabilitiesobligations of Seller, except whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown, in each case to the extent accrued in arising out of occurrences prior to, at or after the categories listed in Appendix A and in the Adjusted Net Investment Amount date hereof but prior to or on the Final Statement Closing Date (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”):), which Excluded Liabilities include, without limitation: (a) Any liability or obligation to or in respect of any employees or former employees of Seller, including, without limitation, (i) any and all Environmental Claims (employment agreement, whether asserted before or after the Closing) arising out ofnot written, relating to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employeesperson including, of without limitation, accrued vested vacation benefits, unpaid bonuses and salaries, (ii) any liability under any Employee Plan at any time maintained, contributed to or required to be contributed to by or with respect to Seller or under which Seller has Knowledgemay incur liability, or violation any contributions, benefits or liabilities therefor, or any liability with respect to Seller’s withdrawal or partial withdrawal from or termination of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or Employee Plan and (Biii) any actual claim of an unfair labor practice, or alleged any claim under any state unemployment compensation or worker’s compensation law or regulation or under any federal or state employment discrimination by the Companylaw or regulation, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is which shall have been asserted prior to the Closing Date or relates is based on acts or omissions which occurred prior to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, on or after the Closing Date; (vb) Any liability or obligation of Seller in respect of any and all Liabilities, whether such Liabilities arise prior to, Tax incurred on or after prior to the Closing Date, arising out of, relating to ; (c) Any liability or resulting from (A) any Multiemployer Plan of Seller or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to arising from any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating injury to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) death of any Indebtedness, including any Guarantees not listed on Schedule 6.20 person or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating damage to or resulting from any infringement, misappropriation or unlawful use destruction of any Intellectual Property property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any Person other legal or equitable theory arising from defects in products manufactured or from services performed by Seller in the operation or on behalf of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing Date; (d) Any liability or obligation of Seller arising out of or related to any Action against Seller or any Action which adversely affects the Purchased Assets and which shall have been asserted prior to the Closing Date or to the extent that such Liabilities exceed, in the aggregate, $10,000,000basis of which shall have arisen prior to the Closing Date; (ixe) any and all Liabilities not arising out ofAny liability or obligation of Seller resulting from entering into, relating performing its obligations pursuant to or resulting from consummating the Businesstransactions contemplated by, this Agreement (including, without limitation, any liability or obligation of Seller pursuant to Article X hereof); (xf) except Any liability or obligation of Seller arising from lease commitments for furniture, fixtures and equipment that relates to any period ending on or prior to the extent set forth in Schedule 2.3(a)(iiClosing Date; (g) Any liability or Article VII obligation of Seller related to any Former Facility that relates to any period ending on or pursuant prior to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing)Closing Date; and (xih) any and all Liabilities Any liability related to violations of Seller arising out oflaw or regulations applicable to the Business, relating to or resulting from including, but not limited to, regulations of the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) Federal Communications Commission to the extent not related to the conduct basis of the Business which shall have arisen prior to the ClosingClosing Date.

Excluded Liabilities. Notwithstanding anything to any other provision of this -------------------- Agreement, except for the contraryAssumed Liabilities expressly specified in Section 2.2, Buyer shall not assume assume, or otherwise be obligated to payresponsible for, perform any Liabilities of Seller, whether liquidated or discharge unliquidated, or known or unknown, whether arising out of occurrences prior to, at or after the following Liabilities, except date hereof with respect to the extent accrued in the categories listed in Appendix A and in the Adjusted Net Investment Amount on the Final Statement Business or otherwise (all of such Liabilities not so assumed by Buyer being referred to herein as the “"Excluded Liabilities”):"), which Excluded Liabilities -------------------- include, without limitation: (a) Any Liability to or in respect of any employees or former employees of Seller including without limitation (i) any and all Environmental Claims (employment agreement, whether asserted before or after the Closing) arising out ofnot written, relating to or resulting from the conduct of the Business prior to the Closing; (ii) subject to Article VIII, any and all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed by Seller against any employee of Seller, or breach or default by Seller of any Contract between Seller and any of its employeesperson, of except as listed on Schedule 2.2, (ii) any Liability under any Employee Plan at any time maintained, contributed to or required to be contributed to by or with respect to Seller or under which Seller has Knowledgemay incur Liability, or violation any contributions, benefits or Liabilities therefor, or any Liability with respect to Seller's withdrawal or partial withdrawal from or termination of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or Employee Plan and (Biii) any actual claim of an unfair labor practice, or alleged any claim under any state unemployment compensation or worker's compensation law or regulation or under any federal or state employment discrimination by the Companylaw or regulation, any of its Subsidiaries which shall have been asserted on or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing Date or relates to conduct of Seller occurring before the Closing; (iii) subject to Schedule 2.3(a)(ii) and Article VIII, any and all Claims arising out of, relating to is based on acts or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, omissions which occurred on or after prior to the Closing Date; (vb) Any Liability of Seller in respect of any and all LiabilitiesTax; (c) Any Liability with respect to the Business arising from any injury to or death of any person or damage to or destruction of any property, whether such Liabilities arise prior tobased on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from products manufactured or from services performed by or on behalf of Seller or any other person or entity on or after prior to the Closing Date; (d) Any Liability of Seller with respect to the Business arising out of or related to any Action against Seller or any other Action which adversely affects the Assets or the Business and which shall have been asserted on or prior to the Closing Date or which shall be based upon events occurring on or prior to the Closing Date; (e) Any Liability of Seller with respect to the Business resulting from entering into, performing its obligations pursuant to or consummating the transactions contemplated by, this Agreement (including without limitation any Liability of Seller pursuant to Article X hereof); (f) Any Liability of Seller with respect to the Business resulting from any product warranty, guaranty or other agreement, understanding or promise, related to service, repair or maintenance with respect to products manufactured or services performed on or prior to the Closing Date; (g) Any Liability accruing, arising out of, or relating to events or resulting from (A) any Multiemployer Plan of Seller occurrences happening on or in which Seller participates (including any withdrawal Liability or other Liability related to unfunded or under-funded benefits), or (B) any obligation of Seller to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee of the Business or Seller; (vi) any and all Liabilities of Seller arising out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000; (ix) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights Date under the Collective Bargaining Agreement after the Closing)Contracts and Facility Leases; and (xih) any and all Liabilities Any Liability of Seller arising out of, relating with respect to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct violations of the Business Environmental Laws occurring prior to the ClosingClosing Date or Environmental Conditions existing at the Closing Date.

Excluded Liabilities. Notwithstanding anything to Except for the contraryAssumed Liabilities, the Seller Responsible Parties and the Buyer expressly understand and agree that Buyer shall not assume or otherwise be obligated to assume, pay, perform or discharge or otherwise become liable for any obligations, commitments or liabilities of any and every nature whatsoever of the following LiabilitiesSeller, except whether known or unknown, fixed or contingent, relating to the extent accrued in ownership of the categories listed in Appendix A and in Purchased Assets, the Adjusted Net Investment Amount on operation of the Final Statement Business or otherwise (all of such Liabilities not so assumed by Buyer being referred to herein as the “Excluded Liabilities”): (i) any ), including, without limitation, liabilities and all Environmental Claims (whether asserted before or after the Closing) arising out of, obligations relating to or arising in connection with the following: (a) all liabilities associated with the Real Property including the Premises including, without limitation, the note and mortgage thereon; (b) liabilities resulting from Environmental Claims relating to the conduct operation of the Business prior to the Closing; (iic) subject to Article VIIISeller’s bank debt and other funded debt, any and including overdrafts, all Claims by or for the benefit of any current or former employee of the Business (whether asserted before or after the Closing) and not disclosed on the Disclosure Schedules arising out of, relating to or resulting from (A) any tort of which Seller has Knowledge committed will be paid or discharged in full by Seller against any employee of Seller, at or breach or default by Seller of any Contract between Seller and any of its employees, of which Seller has Knowledge, or violation of any Law by Seller relating to the employment of the current or former employee asserting such Claim of which Seller has Knowledge or (B) any actual or alleged discrimination by the Company, any of its Subsidiaries or their respective supervisory employees against any such employee, in the case of each of clause (A) and clause (B), to the extent such Claim is asserted prior to the Closing or relates to conduct of Seller occurring before the Closing; (iiid) subject any liability or obligation arising out of any claim of or for injury to Schedule 2.3(a)(ii) and Article VIIIpersons or property by reason of the improper performance or malfunctioning, improper design or manufacture, or failure to adequately package, label or provide warnings as to the hazards of, any and all Claims arising out ofproduct of the Business, relating where the injury giving rise to or resulting from a Collective Bargaining Agreement between the Union and Seller other than any such Claims involving recall rights of laid-off employees after the Closing; (iv) except for Liabilities under or pursuant to any Purchased Contracts and except to the extent set forth in Schedule 2.3(a)(ii) or Article VIII or pursuant to the Transition Services Agreement, any and all Liabilities arising out of, relating to or resulting from any Employee Benefit Plan, any offer letter or any employee-related program, policy, funding vehicle or Contract with any employee of Seller maintained or implemented by Seller or any of its Affiliates, whether such Liability arises prior to, claim occurred on or after prior to the Closing Date; (ve) any and all Liabilitiesliability of the Seller to any plan, whether such Liabilities arise prior to, on individual or after the Closing Date, governmental agency arising out ofof any failure of the Seller to comply with the applicable provisions of any Employee Benefit Plans, relating ERISA, the Code, or other applicable Laws with respect to its employees, including any obligation or resulting liability of the Seller for any penalty, fine or similar amount due from the Seller on account of any breach of fiduciary duty or failure to comply with applicable laws or regulations; (Af) any Multiemployer Plan liability associated with the hiring, employment or termination of any employees of Seller at any time prior to Closing including obligations under any severance, deferred compensation or in which Seller participates (including any withdrawal Liability employment agreements, guaranteed fixed terms of employment or other Liability related to unfunded or under-funded benefits)retirement benefits beyond those provided under applicable law, collective bargaining agreements, or (B) any obligation of Seller Employee Benefit Plan applicable to provide or make available post-retirement welfare benefits or welfare benefit coverage to any current or former officer, director, stockholder or employee employees of the Business or Seller; (vi) any and all Liabilities of Seller arising generally, which arises out of, relating to or resulting from Taxes and Income Taxes allocable to Seller under Section 7.1 hereof (except for Assumed Liabilities under Section 2.3(a)(ii) and Section 2.3(a)(iii)); (vii) any Indebtedness, including any Guarantees not listed on Schedule 6.20 or otherwise permitted hereunder; (viii) any and all Liabilities (other than Liabilities disclosed hereunder or in the Disclosure Schedules hereto and other than Liabilities to the extent arising out of, relating to or resulting from any infringement, misappropriation or unlawful use of any Intellectual Property acts or omissions of any Person by Seller in the operation of the Business prior to the Closing) arising out of, relating to or resulting from any violation of Law by Seller Sellers prior to the Closing to the extent that such Liabilities exceed, in the aggregate, $10,000,000Date; (ixg) any and all Liabilities not arising out of, relating to or resulting from the Business; (x) except to the extent set forth in Schedule 2.3(a)(ii) or Article VII or pursuant to the Transition Services Agreement, any and all Liabilities of Seller to the extent arising out of, relating to or resulting from liability associated with the Excluded Assets set forth in Sections 2.2(b)(i), (ii), (v), (vi), (vii), (ix), (x), (xi)(b), (xiii), and (xviii) (other than Liabilities for which Buyer is expressly liable pursuant to the Transition Services Agreement, the Engineering Services Agreement, the Intellectual Property License Agreement, and with respect to recall rights under the Collective Bargaining Agreement after the Closing)Assets; and (xih) any and all Liabilities liabilities of Seller arising out of, relating to or resulting from the Excluded Assets described in Sections 2.2(b)(viii), (xi)(a), (xv) and (xvii) to the extent not related to the conduct any Affiliate of the Business prior to the ClosingSeller for Taxes.