Liabilities and Obligations Not Assumed. Except as expressly set forth in Schedule 4.1, Buyer shall not assume or become obligated in any way to pay any liabilities, debts or obligations of Seller or its business. All liabilities, debts and obligations of Seller not expressly assumed by Buyer hereunder are hereinafter referred to as the "NONASSUMED LIABILITIES." Non-Assumed Liabilities shall include, without limitation, the following: (i) obligations or liabilities of Seller to the extent they relate to Excluded Assets; (ii) any liabilities or obligations of Seller or its affiliates now or hereafter arising from or with respect to (a) the termination by Seller of the employment of any current or future employees of Seller or any of its affiliates, (b) any other claims brought against Seller arising from Seller's employment of any person, (c) any existing or future employee benefit plans of Seller or any of its affiliates whether or not under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), (d) any present or future obligations or liabilities of Seller or any of its affiliates to existing or future employees of Seller or any of its affiliates under applicable laws respecting employment and employment practices, terms and conditions of employment, and wages and hours, including without limitation, state unemployment or disability laws or regulations, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), or the Federal Worker Adjustment and Retraining Act ("WARN"), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, Older Workers' Benefit Protection Act, the Equal Pay Act of 1963, as amended, the Americans with Disabilities Act, the Family and Medical Leave Act, the National Labor Relations Act, the Fair Labor Standards Act, (e) any overtime pay, wages, salary, vacation or severance pay obligations of Seller or any of its affiliates, and (f) any contracts, agreements or arrangements between Seller or its affiliates and any contractor, consultant, or sales representative which are not Assumed Obligations; (iii) all trade accounts and operating costs payable and accrued liabilities of the Business incurred in the ordinary course of the routine daily affairs of the Business, which shall be paid by Seller; (iv) any obligations relating to Seller's real estate leases; and (v) any insurance premiums under any insurance policy of Seller relating to the Business.
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Liabilities and Obligations Not Assumed. Except as expressly set forth in Schedule 4.1Section 3.1 above, the Buyer shall not assume or become obligated in any way to pay any liabilities, debts or obligations of Seller or its business. All liabilitiesof the Business whatsoever, debts and obligations of Seller including but not expressly assumed by Buyer hereunder are hereinafter referred limited to as the "NONASSUMED LIABILITIES." Non-Assumed Liabilities shall include, without limitation, the following: (i) obligations or liabilities of Seller to the extent they relate to Excluded Assets; (ii) any liabilities or obligations of Seller or its affiliates now or hereafter arising from or with respect to, (i) the sale or license of any products or services of Seller that occurred prior to the Closing, (aii) the termination by Seller of the employment of any current or future employees of Seller or any of its affiliates, (b) any other claims brought against Seller arising from Seller's employment of any person, (c) any duties or obligations under any existing or future Employee Plans (as term is defined in Section 5.14) or other employee benefit plans of Seller or any of its affiliates affiliates, whether or not under the Employee Retirement Income Security Act of 1974, as amended 1974 ("ERISA"), (d) any present or future obligations or liabilities of Seller or any of its affiliates to existing or future employees of Seller or any of its affiliates under applicable laws respecting employment and employment practices, terms and conditions of employment, and wages and hours, including without limitation, state unemployment or disability laws or regulations, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), or the Federal Worker Adjustment and Retraining Act ("WARN"), Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act, Older Workers' Benefit Protection Act, the Equal Pay Act of 1963, as amended, the Americans with Disabilities Act, the Family and Medical Leave Act, the National Labor Relations Act, the Fair Labor Standards Act, (e) or any overtime pay, wages, salary, vacation or severance pay obligations of Seller or any of its affiliatesaffiliates (together, and (f"EMPLOYEE LIABILITIES") any contracts, agreements or arrangements between Seller or its affiliates and any contractor, consultant, or sales representative which are not Assumed Obligations; (iii) all trade accounts and operating costs payable and accrued liabilities of the Business incurred in the ordinary course of the routine daily affairs of the Business, which shall be paid by Seller; (iv) any obligations relating to Seller's real estate leases; and (v) or liabilities arising from any insurance premiums under breach or default by Seller of any insurance policy contract, agreement or commitment of Seller relating (including but not limited to the BusinessContracts) that occurred prior to the Closing. All liabilities, debts and obligations of Seller not expressly assumed by Buyer hereunder are hereinafter referred to as the "EXCLUDED LIABILITIES".
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