Common use of Liabilities Not Assumed by Purchaser Clause in Contracts

Liabilities Not Assumed by Purchaser. Notwithstanding anything to the contrary contained herein, Purchaser shall not assume any duties, obligations or liabilities of Seller or Seller’s Affiliates’ of any kind, whether known, unknown, contingent or otherwise, not specifically identified herein or in the exhibits or schedules hereto, including without limitation, the following liabilities or obligations (the “Excluded Liabilities”): (a) liabilities or obligations not relating to the Transferred Assets or the Assumed Liabilities; (b) liabilities attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) prior to the Effective Time; (c) liabilities or obligations attributable to any actions, causes of action, claims, suits or proceedings or violations of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) arising, commencing or resulting from the operations of the Branch Offices prior to the Effective Time; (d) liabilities or obligations relating to Taxes (as defined in Section 10.6) (including, without limitation, Tax accruals) of Seller (or any of its Affiliates) for all taxable periods and for Taxes of Seller relating to or incurred in connection with the ownership, business or operations of the Transferred Assets or the Assumed Liabilities during the period Seller has operated the Branch Offices (the “Ownership Period”); (e) liabilities or obligations relating to violations of Environmental Laws (as defined in Section 10.6), any contamination of soils, groundwater, surface water, or sediments with Hazardous Substances (as defined in Section 10.6), or any liabilities arising under Environmental Laws or in connection with Hazardous Substances to the extent any of the acts, omissions, facts, issues or conditions giving rise to the foregoing are a result of Seller’s intentional acts or omissions occurring prior to the Effective Time; (f) liabilities or obligations arising from or related to any current or former employee of Seller, including, without limitation, any termination thereof by Seller or any of its Affiliates prior to or after the Effective Time; (g) liabilities or obligations of Seller with respect to any Fiduciary Relationship arising, commencing or resulting from the operations of the Branch Offices prior to the Effective Time; (h) Seller’s letters of credit issued prior to the Closing, consignments of U.S. Government “E” and “EE” bonds and any and all traveler’s checks; (i) deposit accounts associated with qualified retirement plans where Seller is the trustee of such plan or the sponsor of a prototype plan used by such plan; or (j) (i) in respect of compensation and benefits of Employees (as defined in Section 5.6) (including the employment or termination of any Employee, in the case of each Employee who is not a Transferred Employee, relating to any period, and in the case of a Transferred Employee relating to any period prior to the time such Employee became employed by Purchaser as contemplated hereby) and (ii) for Losses (as defined in Section 9.1 hereof) with respect to (A) the benefit plans of Seller or its Affiliates in which any Employee has participated, including Losses in respect of such plans that arise under the Employee Retirement Income Security Act of 1974 and the rules and regulations thereunder (“ERISA”) or the continuation coverage requirements of COBRA or (B) pay or pay in lieu of notice under the Worker Adjustment and Retraining Notification Act of 1988 in connection with Employee terminations, in each case whether arising before or after the Effective Time, and in each case to the extent relating to the employment of the Employees by Seller or its Affiliates. Without limiting the generality of the foregoing, it is the intention that the assumption by Purchaser of the Assumed Liabilities shall not in any way enlarge the rights of any third parties relating thereto. Nothing contained in this Agreement shall prevent any party hereto from contesting matters relating to the Assumed Liabilities with any third party obligee. From and after the Effective Time, subject to ARTICLE IX hereof, Purchaser shall have complete control over the payment, settlement or other disposition of the Assumed Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto and Seller shall have complete control over the payment, settlement or other disposition of the Excluded Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto; provided, however, that no resolution of any condition or violation relating to Environmental Laws or Hazardous Substances shall restrict, impair or burden Purchaser’s use, enjoyment or value with respect to the Branch Offices.

Liabilities Not Assumed by Purchaser. Notwithstanding anything to the contrary contained hereinExcept as expressly provided in SECTION 4.1 hereof, Purchaser does not assume or agree to pay, perform or discharge, and shall not assume be responsible for, any duties, other liabilities or obligations or liabilities of Seller or Seller’s Affiliates’ of any kindnature whatsoever, whether knownaccrued, unknownabsolute, contingent or otherwise, not specifically identified herein or in the exhibits or schedules heretoincluding, including without limitation, the following liabilities or obligations based on, arising out of or in connection with the following (collectively, the “Excluded Liabilities”"EXCLUDED LIABILITIES"): (a) liabilities any indebtedness (whether short-term or obligations long-term) for borrowed money, together with all interest thereon, including but not relating limited to the Transferred Assets or the Assumed LiabilitiesRetired Debt; (b) liabilities attributable to any acts or omissions to act taken or omitted to be taken by Taxes for which Seller is liable (or any taking into account the provisions of its AffiliatesSECTION 7.2(a) prior to the Effective Timehereof); (c) any prepayment penalties or other liabilities related to retiring or obligations attributable to extinguishing any actionsindebtedness of Seller including, causes of actionwithout limitation, claims, suits or proceedings or violations of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) arising, commencing or resulting from the operations of the Branch Offices prior to the Effective TimeRetired Debt; (d) any liabilities arising out of or in connection with periods or activity prior to the Closing Date related to OSHA, EEOC, EPA or any other Governmental Authority, or any violation of law, and any unrecorded liabilities or obligations contingencies that are not expressly identified on SCHEDULE 4.1(a); (e) any liability or obligation (contingent or otherwise) of Seller arising out of any claim, litigation, or proceeding threatened or pending on or before the Closing Date or any claim, litigation, or proceeding threatened or initiated after the Closing Date to the extent based on an act or omission of Seller or any current or former officer, director, employee, agent or representative of Seller, or the operation of the Business and/or Acquisition Assets occurring before the Closing Date, whether or not set forth on SCHEDULE 5.10; (f) any claims or conditions arising under or relating to Taxes (as defined in Section 10.6) Environmental Laws or similar legal requirements attributable or relating to the Acquisition Assets (including, without limitation, Tax accrualsthe operation thereof) of Seller (or any of its Affiliates) for all taxable periods and for Taxes of Seller relating to or incurred in connection with the ownership, business or operations of the Transferred Assets or the Assumed Liabilities during the period Seller has operated the Branch Offices (the “Ownership Period”); (e) liabilities business of Seller, including any liability or obligations relating to violations of obligation resulting from Environmental Laws (as defined in Section 10.6), any contamination of soils, groundwater, surface water, or sediments with Hazardous Substances (as defined in Section 10.6), or any liabilities arising under Environmental Laws or in connection with Hazardous Substances respect to the extent any of Business Property arising after the actsClosing Date resulting from, omissions, facts, issues or conditions giving rise to the foregoing are a result of Seller’s intentional acts or omissions occurring prior to the Effective Time; (f) liabilities or obligations arising from caused by or related to any act or omission of Seller or any current or former employee officer, director, employee, agent, representative, tenant or invitee of Seller, including, without limitation, any termination thereof by Seller or any of its Affiliates which occurred prior to the Closing Date, or after the Effective Timecontinuation of practices or operations with respect to the Acquisition Assets or the Business Property, that were occurring or in effect on or prior to the Closing Date; (g) liabilities any liability arising out of or obligations in connection with Seller's defective performance of Seller any Contract or any express or implied warranty with respect to performance of any Fiduciary Relationship arising, commencing or resulting from the operations of the Branch Offices Contract prior to the Effective TimeClosing Date; (h) Seller’s letters of credit issued prior to the Closing, consignments of U.S. Government “E” and “EE” bonds and any and all traveler’s checksunpaid Transaction Expenses; (i) deposit accounts associated with qualified retirement plans where Seller is the trustee any liability or obligation arising out of such any employee benefit plan (as defined in ERISA) and all other similar benefit plans, programs, arrangements or the sponsor commitments (whether written or oral) of a prototype plan used by such plan; orSeller; (j) any contingent or unknown liability of Seller; and (ik) in respect of compensation and benefits of Employees (as defined in Section 5.6) (including the employment any liability or termination of any Employee, in the case of each Employee who is not a Transferred Employee, relating to any period, and in the case of a Transferred Employee relating to any period prior to the time such Employee became employed by Purchaser as contemplated hereby) and (ii) for Losses (as defined in Section 9.1 hereof) with respect to (A) the benefit plans of Seller obligation under or its Affiliates in which any Employee has participated, including Losses in respect of such plans that arise under the Employee Retirement Income Security Act of 1974 and the rules and regulations thereunder (“ERISA”) or the continuation coverage requirements of COBRA or (B) pay or pay in lieu of notice under the Worker Adjustment and Retraining Notification Act of 1988 in connection with Employee terminations, in each case whether arising before or after the Effective Time, and in each case related to the extent relating to the employment of the Employees by Seller or its Affiliates. Without limiting the generality of the foregoing, it is the intention that the assumption by Purchaser of the Assumed Liabilities shall not in any way enlarge the rights of any third parties relating thereto. Nothing contained in this Agreement shall prevent any party hereto from contesting matters relating to the Assumed Liabilities with any third party obligee. From and after the Effective Time, subject to ARTICLE IX hereof, Purchaser shall have complete control over the payment, settlement or other disposition of the Assumed Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto and Seller shall have complete control over the payment, settlement or other disposition of the Excluded Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto; provided, however, that no resolution of any condition or violation relating to Environmental Laws or Hazardous Substances shall restrict, impair or burden Purchaser’s use, enjoyment or value with respect to the Branch OfficesAssets.

Liabilities Not Assumed by Purchaser. Notwithstanding anything to the contrary contained hereinExcept as otherwise provided in SECTION 4.2 hereof, Purchaser does not assume or agree to pay, perform or discharge, and shall not assume be responsible for, any dutiescommitments, contracts, agreements or obligations or claims against, or liabilities of of, Seller or Seller’s Affiliates’ of any kind, whether known, unknown, contingent or otherwise, not specifically identified herein or in the exhibits or schedules heretoShareholders whatsoever, including without limitation, the following liabilities or obligations (collectively, the “Excluded Liabilities”"EXCLUDED LIABILITIES"): (a) liabilities any sales, use, income, franchise or obligations not relating to the Transferred Assets other tax or charge, if any, which may become payable by Seller or the Assumed LiabilitiesShareholders by reason of the sale and transfer of the Acquisition Assets under federal law or under the laws of any state, or may be imposed upon Seller or the Shareholders by reason of receipt of the Purchase Price or relief from any liability pursuant to this Agreement; (b) liabilities attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) prior the costs and expenses incurred in connection with the future operations of Seller, and the costs and expenses of Seller and the Shareholders incurred in negotiating, entering into and carrying out their obligations pursuant to the Effective Timethis Agreement; (c) the trade accounts payable, accrued liabilities or obligations attributable to and any actions, causes other liabilities of action, claims, suits or proceedings or violations Seller incurred in the course of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) arising, commencing or resulting from the Seller's operations as of the Branch Offices prior to the Effective TimeClosing Date, any indebtedness (whether short-term or long-term) for borrowed money, together with all interest thereon; (d) liabilities or obligations relating any commitments related to Taxes (as defined in Section 10.6) (including, without limitation, Tax accruals) of Seller (or any of its Affiliates) for all taxable periods and for Taxes of Seller relating events occurring prior to or incurred in connection with the ownership, business or operations of Closing Date pursuant to the Transferred Assets or the Assumed Liabilities during the period Seller has operated the Branch Offices (the “Ownership Period”)Contracts; (e) liabilities or obligations relating to violations any Taxes for which Seller is liable (taking into account the provisions of Environmental Laws (as defined in Section 10.6SECTION 7.2(A) hereof), any contamination of soils, groundwater, surface water, or sediments with Hazardous Substances (as defined in Section 10.6), or any liabilities arising under Environmental Laws or in connection with Hazardous Substances to the extent any of the acts, omissions, facts, issues or conditions giving rise to the foregoing are a result of Seller’s intentional acts or omissions occurring prior to the Effective Time; (f) any prepayment penalties or other liabilities or obligations arising from or related to retiring or extinguishing any current or former employee indebtedness of Seller, including, without limitation, any termination thereof by Seller or any of its Affiliates prior to or after the Effective Time; (g) any liabilities or obligations of Seller with respect to any Fiduciary Relationship arising, commencing or resulting from the operations arising out of the Branch Offices ownership of the Acquisition Assets or the operation of the Business by Seller prior to the Effective TimeClosing Date related to OSHA, EEOC, EPA or any other Governmental Authority, or any violation of law; (h) Seller’s letters any liability or obligation (contingent or otherwise) of credit issued prior Seller arising out of (i) any claim, litigation, or proceeding threatened or pending on or before the Closing Date, (ii) any claim, litigation, or proceeding threatened or initiated after the Closing Date to the Closingextent based on an act or omission of Seller or any current or former officer, consignments director, employee, agent or representative of U.S. Government “E” Seller occurring before the Closing Date and “EE” bonds and any and all traveler’s checks;for which Seller other than by reason of this Agreement has liability, or (iii) the operation of the Business and/or Acquisition Assets before the Closing Date, whether or not set forth on SCHEDULE 5.11. (i) deposit accounts associated with qualified retirement plans where Seller is any Environmental Claim or any violation of Environmental Law, to the trustee extent such claim or violation arises out of such plan the ownership of the Acquisition Assets or the sponsor operation of a prototype plan used by such plan; orthe Business prior to the Closing Date; (j) any liability arising out of or in connection with Seller's defective performance of any Contract, the Interventions Contract or the IDDRS Contract or the breach by Seller of any express or implied warranty with respect to performance by Seller of any Contract, the Interventions Contract or the IDDRS Contract prior to the Closing Date; (ik) in respect any liability or obligation of compensation and benefits Seller arising out of Employees any employee benefit plan (as defined in Section 5.6ERISA) and all other similar benefit plans, programs, arrangements or commitments (including whether written or oral) of Seller; (l) any contingent or unknown liability of Seller and/or the employment Shareholders; and (m) any liability or termination obligation of any Employee, in the case of each Employee who is not a Transferred Employee, relating to any period, and in the case of a Transferred Employee relating to any period prior Seller to the time such Employee became employed by Purchaser as contemplated hereby) and (ii) for Losses (as defined in Section 9.1 hereof) with respect to (A) the benefit plans of Seller extent that it arises exclusively under or its Affiliates in which any Employee has participated, including Losses in respect of such plans that arise under the Employee Retirement Income Security Act of 1974 and the rules and regulations thereunder (“ERISA”) or the continuation coverage requirements of COBRA or (B) pay or pay in lieu of notice under the Worker Adjustment and Retraining Notification Act of 1988 in connection with Employee terminations, in each case whether arising before or after the Effective Time, and in each case to the extent relating to the employment of the Employees by Seller or its Affiliates. Without limiting the generality of the foregoing, it is the intention that the assumption by Purchaser of the Assumed Liabilities shall not in any way enlarge the rights of any third parties relating thereto. Nothing contained in this Agreement shall prevent any party hereto from contesting matters relating to the Assumed Liabilities with any third party obligee. From and after the Effective Time, subject to ARTICLE IX hereof, Purchaser shall have complete control over the payment, settlement or other disposition of the Assumed Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto and Seller shall have complete control over the payment, settlement or other disposition of the Excluded Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto; provided, however, that no resolution of any condition or violation relating to Environmental Laws or Hazardous Substances shall restrict, impair or burden Purchaser’s use, enjoyment or value with respect to the Branch OfficesAssets.

Liabilities Not Assumed by Purchaser. Notwithstanding anything Subject to the contrary contained hereinSection 3.2 hereof, Purchaser does not assume or agree to pay, perform or discharge, and shall not assume be responsible for, any dutiescommitments, contracts, agreements or obligations or claims against, or liabilities of of, Seller or Seller’s Affiliates’ of Shareholder whatsoever (and Seller and Shareholder will at all times indemnify and hold Purchaser harmless from and against any kind, whether known, unknown, contingent claim therefore or otherwise, not specifically identified herein or in the exhibits or schedules heretoliability arising therefrom), including without limitation, the following liabilities or obligations (collectively, the “"Excluded Liabilities”"): (a) liabilities except as set forth in Section 7.4(d), any income, franchise or obligations not relating other similar tax or charge, if any, which may become payable by reason of the sale and transfer of the Acquisition Assets under federal law or under the laws of any state, or may be imposed upon Seller or Shareholder by reason of receipt of the Purchase Price or relief from any liability pursuant to the Transferred Assets or the Assumed Liabilitiesthis Agreement; (b) liabilities attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) prior the costs and expenses incurred in connection with the future operations of Seller, and the costs and expenses of Seller and Shareholder incurred in negotiating, entering into and carrying out their obligations pursuant to the Effective Timethis Agreement; (c) liabilities or obligations attributable to any actions, causes Indebtedness of action, claims, suits or proceedings or violations of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any except as listed on Schedule 2.3) incurred in the course of its Affiliates) arising, commencing or resulting from the Seller's operations as of the Branch Offices prior to the Effective TimeClosing Date; (d) any commitments and obligations required to have been performed or complied with prior to the Closing Date pursuant to the Contracts, except to the extent that such liability arises due to the defective (but not delayed) performance after Closing by Purchaser (provided that nothing in this provision or in this Agreement shall be interpreted to suggest that Purchaser has agreed to assume any commitments or obligations under the Contracts required to have been performed or complied with prior to the Closing Date); (e) any Taxes for which Seller is liable; (f) any prepayment penalties or other liabilities related to retiring or extinguishing any Indebtedness of Seller; (g) any liabilities arising out of or in connection with periods or activity prior to the Closing Date related to OSHA, EEOC, EPA or any other Governmental Authority, or any violation of law, and any unrecorded liabilities or obligations contingencies that are not expressly identified on Schedule 3.1(g); (h) any liability or obligation (contingent or otherwise) of Seller arising out of any claim, litigation, or proceeding threatened or pending on or before the Closing Date or any claim, litigation, or proceeding threatened or initiated after the Closing Date to the extent based on an act or omission of Seller or any current or former officer, director, employee, agent or EXHIBIT 2.1 ----------- 7 12 representative of Seller, or the operation of the Business and/or Acquisition Assets occurring before the Closing Date, whether or not set forth on Schedule 5.8; (i) any Environmental Claim and any claims, violations or alleged violations of Environmental Law, or conditions that could give rise to or relate to liability under Environmental Laws or similar legal requirements attributable or relating to Taxes (as defined in Section 10.6) the Acquisition Assets (including, without limitation, Tax accrualsthe operation thereof), the Business, Sellers or Shareholder, including any liability (including without limitation strict liability) or obligation arising under or relating to Environmental Laws with respect to the Business Facility arising after the Closing Date resulting from, caused by or related to any act or omission of Seller (third party or Sellers or any current or former officer, director, employee, agent, representative, tenant or invitee of its AffiliatesSellers which occurred on or prior to the Closing Date, or the continuation of practices or operations with respect to the Acquisition Assets or the Business Facility, that were occurring or in effect on or prior to the Closing Date; (j) for all taxable periods and for Taxes any liability arising out of Seller relating to or incurred in connection with Seller's defective performance of any Contract or any express or implied warranty with respect to performance of any Contract prior to the ownership, business or operations of the Transferred Assets or the Assumed Liabilities during the period Seller has operated the Branch Offices (the “Ownership Period”)Closing Date; (ek) liabilities any liability or obligations relating to violations obligation arising out of Environmental Laws any employee benefit plan (as defined in Section 10.6)ERISA) and all other similar benefit plans, programs, arrangements or commitments (whether written or oral) of Seller; (l) any contamination contingent or unknown liability of soils, groundwater, surface water, Seller and/or Shareholder; and (m) any liability or sediments with Hazardous Substances (as defined in Section 10.6), or any liabilities arising obligation under Environmental Laws or in connection with Hazardous Substances to the extent any of the acts, omissions, facts, issues or conditions giving rise to the foregoing are a result of Seller’s intentional acts or omissions occurring prior to the Effective Time; (f) liabilities or obligations arising from or related to any current or former employee of Seller, including, without limitation, any termination thereof by Seller or any of its Affiliates prior to or after the Effective Time; (g) liabilities or obligations of Seller with respect to any Fiduciary Relationship arising, commencing or resulting from the operations of the Branch Offices prior to the Effective Time; (h) Seller’s letters of credit issued prior to the Closing, consignments of U.S. Government “E” and “EE” bonds and any and all traveler’s checks; (i) deposit accounts associated with qualified retirement plans where Seller is the trustee of such plan or the sponsor of a prototype plan used by such plan; or (j) (i) in respect of compensation and benefits of Employees (as defined in Section 5.6) (including the employment or termination of any Employee, in the case of each Employee who is not a Transferred Employee, relating to any period, and in the case of a Transferred Employee relating to any period prior to the time such Employee became employed by Purchaser as contemplated hereby) and (ii) for Losses (as defined in Section 9.1 hereof) with respect to (A) the benefit plans of Seller or its Affiliates in which any Employee has participated, including Losses in respect of such plans that arise under the Employee Retirement Income Security Act of 1974 and the rules and regulations thereunder (“ERISA”) or the continuation coverage requirements of COBRA or (B) pay or pay in lieu of notice under the Worker Adjustment and Retraining Notification Act of 1988 in connection with Employee terminations, in each case whether arising before or after the Effective Time, and in each case to the extent relating to the employment of the Employees by Seller or its Affiliates. Without limiting the generality of the foregoing, it is the intention that the assumption by Purchaser of the Assumed Liabilities shall not in any way enlarge the rights of any third parties relating thereto. Nothing contained in this Agreement shall prevent any party hereto from contesting matters relating to the Assumed Liabilities with any third party obligee. From and after the Effective Time, subject to ARTICLE IX hereof, Purchaser shall have complete control over the payment, settlement or other disposition of the Assumed Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto and Seller shall have complete control over the payment, settlement or other disposition of the Excluded Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto; provided, however, that no resolution of any condition or violation relating to Environmental Laws or Hazardous Substances shall restrict, impair or burden Purchaser’s use, enjoyment or value with respect to the Branch OfficesAssets.

Liabilities Not Assumed by Purchaser. Notwithstanding anything to the contrary contained hereinExcept as otherwise provided in SECTION 7.1(D), Purchaser does not assume or agree to pay, perform or discharge, and shall not assume be responsible for, any dutiescommitments, contracts, agreements or obligations or liabilities of Seller claims against, or Seller’s Affiliates’ of Liabilities of, Sellers or the Shareholder whatsoever (and Sellers and the Shareholder will at all times indemnify and hold Purchaser harmless from and against any kind, whether known, unknown, contingent claim therefore or otherwise, not specifically identified herein or in the exhibits or schedules heretoliability arising therefrom), including without limitation, the following liabilities or obligations (collectively, the “Excluded Liabilities”"EXCLUDED LIABILITIES"): (a) liabilities any sales, use, income, franchise or obligations not relating to other tax or charge, if any, which may become payable by reason of the Transferred sale and transfer of the Acquisition Assets under federal law or under the laws of any state, or may be imposed upon Sellers or the Assumed LiabilitiesShareholder by reason of receipt of the Purchase Price or relief from any liability pursuant to this Agreement; (b) liabilities attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) prior the costs and expenses incurred in connection with the future operations of Sellers, and the costs and expenses of Sellers and the Shareholder incurred in negotiating, entering into and carrying out their obligations pursuant to the Effective Timethis Agreement; (c) the trade accounts payable, accrued liabilities or obligations attributable to and any actions, causes other liabilities of action, claims, suits or proceedings or violations Sellers incurred in the course of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) arising, commencing or resulting from the Sellers' operations as of the Branch Offices prior Closing Date, any indebtedness (whether short-term or long-term) for borrowed money, together with all interest thereon, including but not limited to the Effective TimeExcluded Debt; (d) any commitments for which performance is required or liability arises prior to the Closing Date pursuant to the Contracts (provided that the rights thereunder have been duly and effectively assigned to Purchaser); (e) any Taxes for which Sellers are liable (taking into account the provisions of SECTION 7.2(A) hereof); (f) any prepayment penalties or other liabilities related to retiring or obligations extinguishing any indebtedness of Sellers; (g) any liabilities arising out of or in connection with periods or activity prior to the Closing Date related to OSHA, EEOC, EPA or any other Governmental Authority, or any violation of law; (h) any liability or obligation (contingent or otherwise) of Sellers arising out of any claim, litigation, protest or proceeding threatened or pending on or before the Closing Date or any claim, litigation, protest or proceeding threatened or initiated after the Closing Date to the extent based on an act or omission of Sellers or any current or former officer, director, employee, agent or representative of Sellers, or the operation of the Business and/or Acquisition Assets occurring before the Closing Date, whether or not set forth on SCHEDULE 5.10; (i) any Environmental Claim and any claims, violations or alleged violations of Environmental Law, or conditions that could give rise to or relate to liability under Environmental Laws or similar legal requirements attributable or relating to Taxes (as defined in Section 10.6) the Acquisition Assets (including, without limitation, Tax accrualsthe operation thereof), the Business, the Sellers or the Shareholder, including any liability (including without limitation strict liability) or obligation arising under or relating to Environmental Laws with respect to the Business Property arising after the Closing Date resulting from, caused by or related to any act or omission of Seller (any third party or Sellers or any current or former officer, director, employee, agent, representative, tenant or invitee of its AffiliatesSellers which occurred on or prior to the Closing Date, or from the continuation of practices or operations with respect to the Acquisition Assets or the Business Property, that were occurring or in effect on or prior to the Closing Date; (j) for all taxable periods and for Taxes any liability arising out of Seller relating to or incurred in connection with Sellers' defective performance of any Contract or any express or implied warranty with respect to performance of any Contract prior to the ownership, business or operations of the Transferred Assets or the Assumed Liabilities during the period Seller has operated the Branch Offices (the “Ownership Period”)Closing Date; (ek) liabilities any liability or obligations relating to violations obligation arising out of Environmental Laws any employee benefit plan (as defined in Section 10.6)ERISA) and all other similar benefit plans, any contamination programs, arrangements or commitments (whether written or oral) of soils, groundwater, surface water, or sediments with Hazardous Substances (as defined in Section 10.6), or any liabilities arising under Environmental Laws or in connection with Hazardous Substances to the extent any of the acts, omissions, facts, issues or conditions giving rise to the foregoing are a result of Seller’s intentional acts or omissions occurring prior to the Effective Time;Sellers; and (fl) liabilities any contingent or obligations arising from or related to any current or former employee unknown liability of Seller, including, without limitation, any termination thereof by Seller or any of its Affiliates prior to or after Sellers and/or the Effective Time; (g) liabilities or obligations of Seller with respect to any Fiduciary Relationship arising, commencing or resulting from the operations of the Branch Offices prior to the Effective Time; (h) Seller’s letters of credit issued prior to the Closing, consignments of U.S. Government “E” and “EE” bonds and any and all traveler’s checks; (i) deposit accounts associated with qualified retirement plans where Seller is the trustee of such plan or the sponsor of a prototype plan used by such plan; or (j) (i) in respect of compensation and benefits of Employees (as defined in Section 5.6) (including the employment or termination of any Employee, in the case of each Employee who is not a Transferred Employee, relating to any period, and in the case of a Transferred Employee relating to any period prior to the time such Employee became employed by Purchaser as contemplated hereby) and (ii) for Losses (as defined in Section 9.1 hereof) with respect to (A) the benefit plans of Seller or its Affiliates in which any Employee has participated, including Losses in respect of such plans that arise under the Employee Retirement Income Security Act of 1974 and the rules and regulations thereunder (“ERISA”) or the continuation coverage requirements of COBRA or (B) pay or pay in lieu of notice under the Worker Adjustment and Retraining Notification Act of 1988 in connection with Employee terminations, in each case whether arising before or after the Effective Time, and in each case to the extent relating to the employment of the Employees by Seller or its Affiliates. Without limiting the generality of the foregoing, it is the intention that the assumption by Purchaser of the Assumed Liabilities shall not in any way enlarge the rights of any third parties relating thereto. Nothing contained in this Agreement shall prevent any party hereto from contesting matters relating to the Assumed Liabilities with any third party obligee. From and after the Effective Time, subject to ARTICLE IX hereof, Purchaser shall have complete control over the payment, settlement or other disposition of the Assumed Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto and Seller shall have complete control over the payment, settlement or other disposition of the Excluded Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto; provided, however, that no resolution of any condition or violation relating to Environmental Laws or Hazardous Substances shall restrict, impair or burden Purchaser’s use, enjoyment or value with respect to the Branch OfficesShareholder.

Liabilities Not Assumed by Purchaser. Notwithstanding anything Anything in Section 1.07 to the contrary contained hereinnotwithstanding, there shall be excluded from the Assumed Liabilities and Purchaser shall not assume any duties, obligations or liabilities of Seller or Seller’s Affiliates’ of any kind, whether known, unknown, contingent or otherwise, not specifically identified herein or in the exhibits or schedules hereto, including without limitation, the following liabilities or obligations (the “Excluded "Retained Liabilities”):"): -------------------- (a) all liabilities or obligations not relating of Seller for foreign, federal, state or local income Taxes and, except as provided in Section 7.04, for all real estate Taxes, both general and special, and assessments with respect to the Transferred Assets or Owned Real Property and the Assumed LiabilitiesLeased Real Property for, in all cases, all periods prior to and including the Closing Date; (b) all liabilities attributable to any acts or omissions to act taken or omitted to obligations of Seller for expenses (including fees and disbursements of counsel and independent public accountants for Seller), except as may be taken otherwise provided in Section 1.07, incurred by Seller (or any of its Affiliates) prior to for the Effective Timetransactions contemplated hereby; (c) all liabilities or obligations attributable of Seller for payment of wages and bonuses (except for incentives, compensation or liabilities or obligations specifically assumed by Purchaser hereunder, to any actions, causes the extent reflected on the Final Closing Balance Sheet) and wage Taxes for services rendered by employees of action, claims, suits or proceedings or violations of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) arising, commencing or resulting from the operations of the Branch Offices prior to and including the Effective TimeClosing Date; (d) all obligations and liabilities or obligations relating to Taxes (as defined in Section 10.6) (including, without limitation, Tax accruals) of Seller (for sales and use Taxes, franchise Taxes, gross receipts Taxes, business occupation Taxes, license taxes, whether calculated on a separate company, combined, consolidated or any of its Affiliates) for all taxable periods and for Taxes of Seller relating to or unitary basis, incurred in connection with the ownership, ordinary course of business or operations of the Transferred Assets Business prior to and including the Closing Date, other than sales and use Taxes, and transfer Taxes or stamps, if any, incurred as a result of the Assumed Liabilities during transactions contemplated by this Agreement which shall be the period Seller has operated the Branch Offices (the “Ownership Period”)obligation of Purchaser; (e) all obligations and liabilities or of Seller under Seller's Plans (except for obligations relating to violations and liabilities of Environmental Laws (as defined in Section 10.6Seller under the Plans listed on Schedule 1.01(n) hereto), any contamination of soils, groundwater, surface water, or sediments with Hazardous Substances (as defined in Section 10.6), or any liabilities arising under Environmental Laws or in connection with Hazardous Substances to the extent any of the acts, omissions, facts, issues or conditions giving rise to the foregoing are a result of Seller’s intentional acts or omissions occurring prior to the Effective Time;; ---------------- (f) all liabilities and obligations of Seller relating to workers' compensation claims made by employees of the Seller attributable to the Business and relating to employees of Seller on long-term or obligations arising from or related to any current or former employee of Seller, including, without limitation, any termination thereof by Seller or any of its Affiliates short-term disability for periods prior to or after and including the Effective TimeClosing Date; (g) liabilities or obligations of Seller with respect to any Fiduciary Relationship arising, commencing or resulting from the operations of the Branch Offices prior to the Effective Timeand all inter-division debts and inter-division accounts payable and notes payable; (h) Seller’s letters of credit issued prior to the Closing, consignments of U.S. Government “E” and “EE” bonds and any and all traveler’s checks;indebtedness for borrowed funds; and (i) deposit accounts associated with qualified retirement plans where all obligations and liabilities of Seller is the trustee of such plan or the sponsor of a prototype plan used by such plan; or (j) (i) in respect of compensation and benefits of Employees (as defined in Section 5.6) (including the employment or termination of any Employee, in the case of each Employee who is not a Transferred Employee, relating to any period, and in the case of a Transferred Employee relating to any period prior other than those attributable to the time such Employee became employed by Purchaser as contemplated hereby) and (ii) for Losses (as defined in Section 9.1 hereof) with respect to (A) the benefit plans of Seller or its Affiliates in which any Employee has participated, including Losses in respect of such plans that arise under the Employee Retirement Income Security Act of 1974 and the rules and regulations thereunder (“ERISA”) or the continuation coverage requirements of COBRA or (B) pay or pay in lieu of notice under the Worker Adjustment and Retraining Notification Act of 1988 in connection with Employee terminations, in each case whether arising before or after the Effective Time, and in each case to the extent relating to the employment of the Employees by Seller or its Affiliates. Without limiting the generality of the foregoing, it is the intention that the assumption by Purchaser of the Assumed Liabilities shall not in any way enlarge the rights of any third parties relating thereto. Nothing contained in this Agreement shall prevent any party hereto from contesting matters relating to the Assumed Liabilities with any third party obligee. From and after the Effective Time, subject to ARTICLE IX hereof, Purchaser shall have complete control over the payment, settlement or other disposition of the Assumed Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto and Seller shall have complete control over the payment, settlement or other disposition of the Excluded Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto; provided, however, that no resolution of any condition or violation relating to Environmental Laws or Hazardous Substances shall restrict, impair or burden Purchaser’s use, enjoyment or value with respect to the Branch OfficesBusiness.

Liabilities Not Assumed by Purchaser. Notwithstanding anything to (a) Except for the contrary contained hereinAssumed Liabilities, Purchaser Purchaser, in connection with the purchase of the Assets, this Agreement or otherwise, shall not assume or in any duties, manner be or become responsible for any obligations or liabilities of Seller or Seller’s Affiliates’ of any kindnature, whether knownknown or unknown, unknownaccrued, absolute, contingent or otherwise, not specifically identified herein and whether due or in the exhibits or schedules hereto, to become due (including without limitation, the following liabilities or obligations limitation any Environmental Liabilities and Costs (the “Excluded Liabilities”): (aas hereinafter defined))(collectively "LIABILITIES") liabilities or obligations not relating to the Transferred Assets or the Assumed Liabilities; (b) liabilities attributable to any acts or omissions to act taken or omitted to be taken by of Seller (or any of its Affiliates) , including Liabilities incurred in connection with, in any way arising out of, or related to, any of the Assets or the Business prior to the Effective Time;Closing, and Seller agrees that as between Seller and Purchaser, Seller will be solely responsible for the satisfaction and discharge of all such Liabilities, and will indemnify and hold harmless Purchaser against all such Liabilities as provided for in Section 10.2. (cb) Without limiting the generality of the foregoing paragraph (a), Purchaser expressly shall not assume any liabilities or obligations attributable to any actions, causes of action, claims, suits or proceedings or violations of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) arising, commencing or resulting from the operations of the Branch Offices prior to the Effective Time;Seller., (di) liabilities or obligations relating to for any Taxes (as defined in Section 10.6) (including, without limitation, Tax accruals(x) of Seller (federal, state, local or any of its Affiliates) for all taxable periods and for other income or franchise Taxes of Seller arising from, relating to or incurred attributable to the Business or the Assets or (y) Taxes arising in connection with the ownershiptransactions contemplated by this Agreement; (ii) for product liabilities, business workers compensation, and automobile and similar liabilities for personal injuries, medical malpractice in each case to the extent such liability arises from an injury, event, occurrence or operations of omission which occurred or existed on or prior to the Transferred Assets Closing Date; (iii) for any claims for insurance premiums or retroactive assessments based upon claims described in the Assumed Liabilities during the period Seller has operated the Branch Offices preceding clause (the “Ownership Period”ii); (eiv) liabilities for third-party lawsuits and claims resulting from, caused by or obligations relating to violations of Environmental Laws (as defined in Section 10.6)arising our of, any contamination of soils, groundwater, surface water, or sediments with Hazardous Substances (as defined in Section 10.6)product shipped by, or any liabilities arising under Environmental Laws service rendered by, Seller or in connection with Hazardous Substances to the extent use thereof at any of the acts, omissions, facts, issues or conditions giving rise to the foregoing are a result of Seller’s intentional acts or omissions occurring prior to the Effective Time; (f) liabilities or obligations arising from or related to any current or former employee of Sellertime whatsoever, including, without limitation, any termination thereof such claims (x) for failure to warn, (y) based on Seller's warranty for the Inventory and products sold by Seller prior to the Closing and (z) for any product returns; (v) to the extent that such claim arises out of or related to litigation or administrative proceedings existing on or prior to the Closing Date, including, without limitation, liability for patent, trademark or copyright infringement or violation of any law, statute, ordinance, regulation or rule or any Authority; (vi) to the extent that such claim arises out of or relates to (x) any claims or controversies pending or threatened or based on facts existing on or prior to the Closing Date between Seller and any of its employees, independent contractors, salesmen, former employees, employees' collective bargaining representatives, job applicants or any association or group of such persons including, without limitation, claims or controversies asserted pursuant to any constitutions, statutes, laws, regulations, rules or ordinances of any Authority or any collective bargaining agreements or regulations relating in whole or in part to the employment of labor and equal employment opportunity, (y) except for the Assumed Liabilities, any action which Seller took or failed to take with regard to such persons prior to, contemporaneous with or subsequent to the Closing Date or (z) any liability whatsoever including but not limited to "withdrawal liability", as a result of any agreement between any trade union, or any collective bargaining agreement, relationship, pension plan, welfare plan and/or trust documents and any liability to or under any Health and Welfare Fund or pension plan included or referenced in these agreements, or otherwise binding upon Seller as a result of its collective bargaining relationships or (xx) any Environmental Liabilities and Costs as defined in Section 4.15; (vii) arising out of transactions of any kind between Seller and any of its Affiliates prior including but not limited to or after the Effective Timeany inter-company debt; (gviii) for any liabilities or obligations to employees or former employees of Seller arising out of or in connection with respect such employment, including, without limitation, as a result of any act of malpractice, discrimination as defined by federal or state law, or pursuant to any Fiduciary Relationship arisingemployee benefit plans, commencing programs, arrangements, contracts or resulting from the operations of the Branch Offices prior to the Effective Timeestablished working practices; (hix) Seller’s letters of credit issued prior to the Closing, consignments stockholder of U.S. Government “E” and “EE” bonds and any and all traveler’s checksSeller solely in its capacity as such stockholder; (ix) deposit accounts associated with qualified retirement plans where Seller is for any rebates or volume related discounts that become due to customers after he Closing related to sales made or services provided by the trustee Seller, or for those portions of such plan or the sponsor of a prototype plan used any rebates which may have accrued in part related to sales made by such planSeller; orand (j) (i) in respect of compensation and benefits of Employees (as defined in Section 5.6) (including the employment or termination of any Employee, in the case of each Employee who is not a Transferred Employee, relating to any period, and in the case of a Transferred Employee relating to any period prior to the time such Employee became employed by Purchaser as contemplated hereby) and (iixi) for Losses (as defined in Section 9.1 hereof) with respect to (A) the benefit plans any accounts payable of Seller or its Affiliates in which any Employee has participated, including Losses in respect of such plans that arise under not set forth on the Employee Retirement Income Security Act of 1974 and the rules and regulations thereunder (“ERISA”) or the continuation coverage requirements of COBRA or (B) pay or pay in lieu of notice under the Worker Adjustment and Retraining Notification Act of 1988 in connection with Employee terminations, in each case whether arising before or after the Effective Time, and in each case to the extent relating to the employment of the Employees by Seller or its Affiliates. Without limiting the generality of the foregoing, it is the intention that the assumption by Purchaser of the Assumed Liabilities shall not in any way enlarge the rights of any third parties relating thereto. Nothing contained in this Agreement shall prevent any party hereto from contesting matters relating to the Assumed Liabilities with any third party obligee. From and after the Effective Time, subject to ARTICLE IX hereof, Purchaser shall have complete control over the payment, settlement or other disposition of the Assumed Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto and Seller shall have complete control over the payment, settlement or other disposition of the Excluded Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto; provided, however, that no resolution of any condition or violation relating to Environmental Laws or Hazardous Substances shall restrict, impair or burden Purchaser’s use, enjoyment or value with respect to the Branch OfficesAccounts Payable Schedule.

Liabilities Not Assumed by Purchaser. Notwithstanding anything to the contrary contained herein, Purchaser shall not assume and shall not be responsible for any duties, obligations liability or liabilities obligation of the Seller or Seller’s Affiliates’ of any kind, whether known, unknown, contingent or otherwise, not specifically identified herein or in the exhibits or schedules hereto, including without limitation, the following liabilities or obligations (the “Excluded Liabilities”): (a) liabilities or obligations not relating to the Transferred Assets or other than the Assumed Liabilities; (b) liabilities attributable to any acts or omissions to act taken or omitted . The Seller shall continue to be taken responsible for all of their known and unknown liabilities and obligations not expressly assumed by Seller (Purchaser, whether arising prior to, on or any of its Affiliates) prior subsequent to the Effective Time; (c) liabilities Closing Date and whether or obligations attributable to any actions, causes of action, claims, suits or proceedings or violations of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) arising, commencing or resulting from the operations of the Branch Offices prior not related to the Effective Time; (d) liabilities or obligations relating to Taxes (as defined in Section 10.6) (including, without limitation, Tax accruals) of Seller (or any of its Affiliates) for all taxable periods and for Taxes of Seller relating to or incurred in connection with the ownership, business or operations of the Transferred Assets Business or the Assumed Liabilities during the period Seller has operated the Branch Offices (the “Ownership Period”); (e) liabilities or obligations relating to violations of Environmental Laws (as defined in Section 10.6), any contamination of soils, groundwater, surface water, or sediments with Hazardous Substances (as defined in Section 10.6), or any liabilities arising under Environmental Laws or in connection with Hazardous Substances to the extent any of the acts, omissions, facts, issues or conditions giving rise to the foregoing are a result of Seller’s intentional acts or omissions occurring prior to the Effective Time; (f) liabilities or obligations arising from or related to any current or former employee of Seller, including, without limitation, any termination thereof by Seller or any of its Affiliates prior to or after the Effective Time; (g) liabilities or obligations of Seller with respect to any Fiduciary Relationship arising, commencing or resulting from the operations of the Branch Offices prior to the Effective Time; (h) Seller’s letters of credit issued prior to the Closing, consignments of U.S. Government “E” and “EE” bonds and any and all traveler’s checks; (i) deposit accounts associated with qualified retirement plans where Seller is the trustee of such plan or the sponsor of a prototype plan used by such plan; or (j) (i) in respect of compensation and benefits of Employees (as defined in Section 5.6) (including the employment or termination of any Employee, in the case of each Employee who is not a Transferred Employee, relating to any period, and in the case of a Transferred Employee relating to any period prior to the time such Employee became employed by Purchaser as contemplated hereby) and (ii) for Losses (as defined in Section 9.1 hereof) with respect to (A) the benefit plans of Seller or its Affiliates in which any Employee has participated, including Losses in respect of such plans that arise under the Employee Retirement Income Security Act of 1974 and the rules and regulations thereunder (“ERISA”) or the continuation coverage requirements of COBRA or (B) pay or pay in lieu of notice under the Worker Adjustment and Retraining Notification Act of 1988 in connection with Employee terminations, in each case whether arising before or after the Effective Time, and in each case to the extent relating to the employment of the Employees by Seller or its AffiliatesAssets. Without limiting the generality of the foregoingthis Section, it is the intention that the assumption by Purchaser and regardless of whether any of the Assumed Liabilities shall not in any way enlarge following may be disclosed to Purchaser pursuant to this Agreement, or otherwise, or whether Purchaser may have knowledge of the rights of any third parties relating thereto. Nothing contained in this Agreement shall prevent any party hereto from contesting matters relating to the Assumed Liabilities with any third party obligee. From and after the Effective Time, subject to ARTICLE IX hereofsame, Purchaser shall have complete control over the payment, settlement not assume or other disposition otherwise be responsible for any of the Assumed Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto and Seller shall have complete control over the payment, settlement Sellers' obligations or other disposition liabilities (not set forth in Schedule 2.3): (a) arising out of the Excluded Liabilities acquisition, maintenance or disposition of, or otherwise relating to, the Assets or this Agreement. (b) arising out of claims by any employee or patient or alleged patient of the Seller, which arose prior to the effective date of the MSA. (c) for federal, state, local or foreign taxes based on or measured by net income, or arising out of or resulting from the sale, conveyance, transfer, assignment and delivery of the right Assets hereunder, or any interest, penalties or additions to commence, control and conduct all negotiations and proceedings taxes with respect thereto; provided. (d) for any civil liability or criminal penalties (including interest and punitive damages, however, that no resolution if any) imposed upon the Seller on account of any condition fraudulent, criminal, intentional, willful or negligent act or omission of the Seller or its agents, representatives, employees or any violation relating to Environmental Laws of law, rule, regulation or Hazardous Substances shall restrictstatute by the Seller or their agents, impair representatives, employees or burden Purchaser’s usepatients, enjoyment including, but without limitation, liabilities arising out of or value in connection with respect the Seller's Medicare, Medicaid or insurance billing. (e) arising out of, based upon or resulting from any actions, suits, claims or proceedings, whether in law or equity, pending or threatened, based upon any transactions or occurrences or acts or omissions of the Seller or its agents, representatives, employees or patients on or prior to the Branch Officeseffective date of the MSA. (f) for any medical claims incurred but not reported, reported but not yet paid, or disputed or in which litigation is pending or threatened against the Seller on or prior to the effective date of the MSA.

Liabilities Not Assumed by Purchaser. Notwithstanding anything to (a) Except for the contrary contained hereinAssumed Liabilities, Purchaser Purchaser, in connection with the purchase of the Assets, this Agreement or otherwise, shall not assume or in any duties, manner be or become responsible for any obligations or liabilities of Seller or Seller’s Affiliates’ of any kindnature, whether knownknown or unknown, unknownaccrued, absolute, contingent or otherwise, not specifically identified herein and whether due or in the exhibits or schedules hereto, to become due (including without limitation, the following liabilities or obligations limitation any Environmental Liabilities and Costs (the “Excluded Liabilities”): (aas hereinafter defined))(collectively "LIABILITIES") liabilities or obligations not relating to the Transferred Assets or the Assumed Liabilities; (b) liabilities attributable to any acts or omissions to act taken or omitted to be taken by of Seller (or any of its Affiliates) , including Liabilities incurred in connection with, in any way arising out of, or related to, any of the Assets or the Business prior to the Effective Time;Closing, and Seller agrees that as between Seller and Purchaser, Seller will be solely responsible for the satisfaction and discharge of all such Liabilities, and will indemnify and hold harmless Purchaser against all such Liabilities as provided for in Section 9.2. (cb) Without limiting the generality of the foregoing paragraph (a), Purchaser expressly shall not assume any liabilities or obligations attributable to any actions, causes of action, claims, suits or proceedings or violations of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) arising, commencing or resulting from the operations of the Branch Offices prior to the Effective Time;Seller: (di) liabilities or obligations relating to for any Taxes (as defined in Section 10.6) (including, without limitation, Tax accruals(x) of Seller (federal, state, local or any of its Affiliates) for all taxable periods and for other income or franchise Taxes of Seller arising from, relating to or incurred attributable to the Business or the Assets or (y) Taxes arising in connection with the ownershiptransactions contemplated by this Agreement; (ii) for product liabilities, business workers compensation, and automobile and similar liabilities for personal injuries, in each case to the extent such liability arises from an injury, event, occurrence or operations of omission which occurred or existed on or prior to the Transferred Assets Closing Date; (iii) for any claims for insurance premiums or retroactive assessments based upon claims described in the Assumed Liabilities during the period Seller has operated the Branch Offices preceding clause (the “Ownership Period”ii); (eiv) liabilities for third-party lawsuits and claims resulting from, caused by or obligations relating to violations of Environmental Laws (as defined in Section 10.6)arising out of, any contamination of soils, groundwater, surface water, or sediments with Hazardous Substances (as defined in Section 10.6)product shipped by, or any liabilities arising under Environmental Laws service rendered by, Seller or in connection with Hazardous Substances to the extent use thereof at any of the acts, omissions, facts, issues or conditions giving rise to the foregoing are a result of Seller’s intentional acts or omissions occurring prior to the Effective Time; (f) liabilities or obligations arising from or related to any current or former employee of Sellertime whatsoever, including, without limitation, any termination thereof such claims (x) for failure to warn, (y) based on Seller's warranty for the Inventory and products sold by Seller prior to the Closing and (z) for any product returns; (v) to the extent that such claim arises out of or relates to litigation or administrative proceedings existing on or prior to the Closing Date or based on facts existing on or prior to the Closing Date, including, without limitation, liability for patent, trademark or copyright infringement or violation of any law, statute, ordinance, regulation or rule of any Authority; (vi) to the extent that such claim arises out of or relates to (x) any claims or controversies pending or threatened or based on facts existing on or prior to the Closing Date between Seller and any of its employees, independent contractors, salesmen, former employees, employees' collective bargaining representatives, job applicants or any association or group of such persons including, without limitation, claims or controversies asserted pursuant to any constitutions, statutes, laws, regulations, rules or ordinances of any Authority or any collective bargaining agreements or regulations relating in whole or in part to the employment of labor and equal employment opportunity, (y) except for the Assumed Liabilities, any action which Seller took or failed to take with regard to such persons prior to, contemporaneous with or subsequent to the Closing Date or (z) any liability whatsoever, including but not limited to "withdrawal liability", as a result of the any agreements between any trade union, or any collective bargaining agreement, relationship, pension plan, welfare plan and/or trust documents and any liability to or under any Health and Welfare Fund or pension plan included or referenced in these agreements, or otherwise binding upon Seller as a result of its collective bargaining relationships or (xx) any Environmental Liabilities and Costs as defined in Section 4.15; (vii) arising out of transactions of any kind between Seller and any of its Affiliates prior including but not limited to or after the Effective Timeany inter-company debt; (gviii) for any liabilities or obligations to employees or former employees of Seller arising out of or in connection with respect such employment, including, without limitation, as a result of any act of discrimination as defined by federal or state law, or pursuant to any Fiduciary Relationship arisingemployee benefit plans, commencing programs, arrangements, contracts or resulting from the operations of the Branch Offices prior to the Effective Timeestablished working practices; (hix) to the stockholder of Seller solely in its capacity as such stockholder; (x) for any rebates or volume related discounts that become due to customers after the Closing related to sales made or services provided by the Seller’s letters , or for those portions of credit issued any rebates which may have accrued in part related to sales made by Seller. (xi) (A) for all loans from and obligations to F. ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and Anchor Investment Partnership, Ltd., whether or not such loans and obligations are reflected or evidenced in promissory notes ("ANCHOR LOANS"), which shall be satisfied in full by Seller at or prior to the Closing, consignments of U.S. Government “E” and “EE” bonds and any and all traveler’s checks; (iB) deposit accounts associated with qualified retirement plans where the vehicle loan from First Service Bank to the Seller, loan no. 02-70009, which shall be satisfied by Seller is the trustee of such plan at or the sponsor of a prototype plan used by such plan; or (j) (i) in respect of compensation and benefits of Employees (as defined in Section 5.6) (including the employment or termination of any Employee, in the case of each Employee who is not a Transferred Employee, relating to any period, and in the case of a Transferred Employee relating to any period prior to the time such Employee became employed Closing, (C) the term loan from First Service Bank to the Seller, loan no. 02-70066, which shall be satisfied by Purchaser as contemplated hereby) Seller at or prior to the Closing, and (iiD) for Losses any loan amount in excess of $191,000 (as defined in Section 9.1 hereof"DVI WC LOAN LIMIT") with respect to (A) the benefit plans of Seller or its Affiliates in which any Employee has participated, including Losses in respect of such plans that arise under the Employee Retirement Income Security Act of 1974 and the rules and regulations thereunder (“ERISA”) or the continuation coverage requirements of COBRA or (B) pay or pay in lieu of notice under the Worker Adjustment and Retraining Notification Act of 1988 in connection with Employee terminationsSeller's DVI WC Loan, in each case whether arising before or after the Effective Time, and in each case which Seller shall pay down to the extent relating DVI WC Loan Limit at or prior to the employment of the Employees by Seller or its Affiliates. Without limiting the generality of the foregoing, it is the intention that the assumption by Purchaser of the Assumed Liabilities shall not in any way enlarge the rights of any third parties relating thereto. Nothing contained in this Agreement shall prevent any party hereto from contesting matters relating to the Assumed Liabilities with any third party obligee. From and after the Effective Time, subject to ARTICLE IX hereof, Purchaser shall have complete control over the payment, settlement or other disposition of the Assumed Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto and Seller shall have complete control over the payment, settlement or other disposition of the Excluded Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto; provided, however, that no resolution of any condition or violation relating to Environmental Laws or Hazardous Substances shall restrict, impair or burden Purchaser’s use, enjoyment or value with respect to the Branch OfficesClosing.

Liabilities Not Assumed by Purchaser. Notwithstanding anything Subject to Section 3.2 hereof, the contrary contained hereinPurchaser does not assume or agree to pay, Purchaser perform or discharge, and shall not assume be responsible for, any dutiescommitments, contracts, agreements or obligations or claims against, or liabilities of of, the Seller whatsoever (and the Seller will at all times indemnify and hold the Purchaser harmless from and against any claim therefore or Seller’s Affiliates’ of any kind, whether known, unknown, contingent or otherwise, not specifically identified herein or in the exhibits or schedules heretoliability arising therefrom), including without limitation, the following liabilities or obligations (collectively, the “Excluded Liabilities”): (a) liabilities any Taxes which may become payable by reason of the sale and transfer of the Acquisition Assets under federal law or obligations not relating under the laws of any state, or may be imposed upon the Seller by reason of receipt of the Purchase Price or relief from any liability pursuant to the Transferred Assets or the Assumed Liabilitiesthis Agreement; (b) liabilities attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) prior the costs, expenses and Liabilities incurred in connection with the future operations of Seller, and the costs and expenses of the Seller incurred in negotiating, entering into and carrying out their obligations pursuant to the Effective Timethis Agreement; (c) liabilities or obligations attributable to except as set forth in Schedule 2.3, any actions, causes Indebtedness of action, claims, suits or proceedings or violations of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by the Seller (including without limitation any prepayment penalties or other Liabilities relating to retiring or extinguishing any of its Affiliates) arising, commencing or resulting from the operations of the Branch Offices prior to the Effective TimeIndebtedness); (d) liabilities any commitments arising prior to the Closing Date pursuant to the Assigned Contracts or obligations relating to Taxes (as defined in Section 10.6) (including, without limitation, Tax accruals) of Seller (or any of its Affiliates) for all taxable periods and for Taxes of Seller relating to or incurred in connection with the ownership, business or operations of the Transferred Assets or the Assumed Liabilities during the period Seller has operated the Branch Offices (the “Ownership Period”)Assigned Leases; (e) liabilities or obligations relating to violations of Environmental Laws (as defined in Section 10.6), any contamination of soils, groundwater, surface water, or sediments with Hazardous Substances (as defined in Section 10.6), Taxes for which the Seller or any liabilities arising under Environmental Laws or in connection with Hazardous Substances to stockholder is liable (taking into account the extent any provisions of the acts, omissions, facts, issues or conditions giving rise to the foregoing are a result of Seller’s intentional acts or omissions occurring prior to the Effective TimeSection 7.8(a) hereof); (f) any liabilities arising out of or obligations arising from in connection with periods or activity prior to the Closing Date related to any current or former employee of SellerOSHA, includingEEOC, without limitation, any termination thereof by Seller EPA or any other Governmental Authority, or the violation of its Affiliates prior to or after the Effective Timeany Legal Requirement; (g) liabilities any liability or obligations of Seller with respect to any Fiduciary Relationship arising, commencing obligation (contingent or resulting from the operations otherwise) of the Branch Offices prior Seller arising out of any claim, litigation, or proceeding threatened or pending on or before the Closing Date or any claim, litigation, or proceeding threatened or initiated after the Closing Date to the Effective Timeextent based on an act or omission of the Seller or any current or former officer, director, employee, agent or representative of the Seller, or the operation of the Business and/or Acquisition Assets occurring before the Closing Date, whether or not set forth on Schedule 5.8; (h) any Environmental Claim and any claims, violations or alleged violations of Environmental Law, or conditions that could give rise to or relate to liability under Environmental Laws or similar Legal Requirements attributable or relating to the Acquisition Assets (including without limitation the operation thereof), the Business, or the Seller’s letters , including any liability (including without limitation strict liability) or obligation arising under or relating to Environmental Laws with respect to the Leased Premises arising after the Closing Date resulting from, caused by or related to any act or omission of credit issued third party or the Seller or any current or former officer, director, employee, agent, representative, tenant or invitee of the Seller which occurred on or prior to the ClosingClosing Date, consignments or the continuation of U.S. Government “E” and “EE” bonds and any and all traveler’s checkspractices or operations with respect to the Acquisition Assets or the Leased Premises, that were occurring or in effect on or prior to the Closing Date; (i) deposit accounts associated with qualified retirement plans where Seller is any commitments arising prior to the trustee of such plan Closing Date pursuant to any Assigned Contract or the sponsor of a prototype plan used by such plan; orAssigned Lease; (j) any liability arising out of or in connection with the Seller’s defective performance of any Assigned Contract or Assigned Lease, or any express or implied warranty with respect to performance of any Assigned Contract or Assigned Lease prior to the Closing Date; (ik) in respect any liability or obligation arising out of compensation and benefits of Employees any employee benefit plan (as defined in Section 5.6) (including the employment or termination of any Employee, in the case of each Employee who is not a Transferred Employee, relating to any period, and in the case of a Transferred Employee relating to any period prior to the time such Employee became employed by Purchaser as contemplated herebyERISA) and all other similar benefit plans, programs, arrangements or commitments (whether written or oral) of the Seller; (l) any contingent or unknown liability of the Seller; (m) any amounts owed by the Seller or its Subsidiaries to American International Industries, Inc. including, but not limited to, the $250,000 bridge loan from the Seller in favor of American International Industries, Inc.; (n) any employment agreements between the Seller and its employees including, but not limited to, (i) the Employment Agreement, dated November 1, 2007, between H▇▇▇▇▇▇▇ Technical and D▇▇▇▇▇ ▇▇▇▇, (ii) for Losses the Employment Agreement, dated April 26, 2005, between H▇▇▇▇▇▇▇ Technical and C▇▇▇ ▇▇▇▇▇▇▇▇, and (as defined in Section 9.1 hereof) with respect to (Aiii) the benefit plans of Service Agreement, dated September 1, 2007, between the Seller and S▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇; (o) any liability or its Affiliates in which any Employee has participated, including Losses in respect of such plans that arise obligation under the Employee Retirement Income Security Act of 1974 and the rules and regulations thereunder (“ERISA”) or the continuation coverage requirements of COBRA or (B) pay or pay in lieu of notice under the Worker Adjustment and Retraining Notification Act of 1988 in connection with Employee terminations, in each case whether arising before or after the Effective Time, and in each case related to the extent relating to Excluded Assets, the employment Acquisition Assets or the Business; and (p) any accounts payable, accrued liabilities and any other liabilities of the Employees Seller incurred by the Seller or its Affiliates. Without limiting the generality as of the foregoing, it is the intention that the assumption by Purchaser of the Assumed Liabilities shall not in any way enlarge the rights of any third parties relating thereto. Nothing contained in this Agreement shall prevent any party hereto from contesting matters relating to the Assumed Liabilities with any third party obligee. From and after the Effective Time, subject to ARTICLE IX hereof, Purchaser shall have complete control over the payment, settlement or other disposition of the Assumed Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto and Seller shall have complete control over the payment, settlement or other disposition of the Excluded Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto; provided, however, that no resolution of any condition or violation relating to Environmental Laws or Hazardous Substances shall restrict, impair or burden Purchaser’s use, enjoyment or value with respect to the Branch OfficesClosing Date.

Liabilities Not Assumed by Purchaser. Notwithstanding anything to the contrary contained hereinExcept as provided in SECTION 4.1 hereof, Purchaser does not assume or agree to pay, perform or discharge, and shall not assume be responsible for, any duties, other liabilities or obligations or liabilities of Seller or Seller’s Affiliates’ of any kind, whether knownaccrued, unknownabsolute, contingent or otherwise, not specifically identified herein or in the exhibits or schedules heretoincluding, including without limitation, the following liabilities or obligations based on, arising out of or in connection with the following (collectively, the “Excluded Liabilities”"EXCLUDED LIABILITIES"): (a) liabilities any indebtedness (whether short-term or obligations not relating to the Transferred Assets or the Assumed Liabilitieslong-term) for borrowed money; (b) liabilities attributable to any acts or omissions to act taken or omitted to be taken by Taxes for which Seller is liable (or any taking into account the provisions of its AffiliatesSECTION 7.2(A) prior to the Effective Timehereof); (c) any prepayment penalties or other liabilities related to retiring or obligations attributable to extinguishing any actionsindebtedness of Seller including, causes of actionwithout limitation, claimsthe First Lien Note, suits the NationsBank Note or proceedings or violations of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) arising, commencing or resulting from the operations of the Branch Offices prior to the Effective TimeBexar County Contingent Lien Note; (d) any liabilities arising out of or in connection with periods or activity prior to the Closing Date related to BHS Management, TDCJ, TCADA, OSHA, EEOC and any unrecorded liabilities or obligations contingencies that are not identified on SCHEDULE 4.1(A); (e) any liability or obligation (contingent or otherwise) of Seller arising out of any claim, litigation or proceeding threatened or pending on or before the Closing Date or any claim, litigation or proceeding threatened or initiated after the Closing Date, to the extent based on an act or omission of Seller or any current or former officer, director, employee, agent or representative of Seller occurring before the Closing Date, whether or not set forth on SCHEDULE 5.10; (f) any claims or conditions arising under or relating to Taxes (as defined in Section 10.6) Environmental Laws or similar legal requirements attributable or relating to the assets (including, without limitation, Tax accrualsthe operation thereof) or the business of Seller, including any liability or obligation resulting from Environmental Laws with respect to the Acquired Property arising after the Closing Date resulting from, caused by or related to any act or omission of Seller (or any of its Affiliates) for all taxable periods and for Taxes current or former officer, director, employee, agent, representative, tenant or invitee of Seller relating which occurred prior to the Closing Date; (g) any liability arising out of or in connection with Seller's defective performance of any Contract , the HOME Agreement or any express or implied warranty with respect to performance of any Contract or the HOME Agreement prior to the Closing Date; (h) any expenses of Seller incurred in connection with the ownershipnegotiation, business or operations preparation and execution of this Agreement and the Transferred Assets or the Assumed Liabilities during the period Seller has operated the Branch Offices (the “Ownership Period”);transactions contemplated hereby, including Seller's attorneys' fees, that are not Prepaid Closing Expenses; and (ei) liabilities any liability or obligations relating to violations of Environmental Laws (as defined in Section 10.6), any contamination of soils, groundwater, surface water, or sediments with Hazardous Substances (as defined in Section 10.6), or any liabilities arising obligation under Environmental Laws or in connection with Hazardous Substances to the extent any of the acts, omissions, facts, issues or conditions giving rise to the foregoing are a result of Seller’s intentional acts or omissions occurring prior to the Effective Time; (f) liabilities or obligations arising from or related to any current or former employee of Seller, including, without limitation, any termination thereof by Seller or any of its Affiliates prior to or after the Effective Time; (g) liabilities or obligations of Seller with respect to any Fiduciary Relationship arising, commencing or resulting from the operations of the Branch Offices prior to the Effective Time; (h) Seller’s letters of credit issued prior to the Closing, consignments of U.S. Government “E” and “EE” bonds and any and all traveler’s checks; (i) deposit accounts associated with qualified retirement plans where Seller is the trustee of such plan or the sponsor of a prototype plan used by such plan; or (j) (i) in respect of compensation and benefits of Employees (as defined in Section 5.6) (including the employment or termination of any Employee, in the case of each Employee who is not a Transferred Employee, relating to any period, and in the case of a Transferred Employee relating to any period prior to the time such Employee became employed by Purchaser as contemplated hereby) and (ii) for Losses (as defined in Section 9.1 hereof) with respect to (A) the benefit plans of Seller or its Affiliates in which any Employee has participated, including Losses in respect of such plans that arise under the Employee Retirement Income Security Act of 1974 and the rules and regulations thereunder (“ERISA”) or the continuation coverage requirements of COBRA or (B) pay or pay in lieu of notice under the Worker Adjustment and Retraining Notification Act of 1988 in connection with Employee terminations, in each case whether arising before or after the Effective Time, and in each case to the extent relating to the employment of the Employees by Seller or its Affiliates. Without limiting the generality of the foregoing, it is the intention that the assumption by Purchaser of the Assumed Liabilities shall not in any way enlarge the rights of any third parties relating thereto. Nothing contained in this Agreement shall prevent any party hereto from contesting matters relating to the Assumed Liabilities with any third party obligee. From and after the Effective Time, subject to ARTICLE IX hereof, Purchaser shall have complete control over the payment, settlement or other disposition of the Assumed Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto and Seller shall have complete control over the payment, settlement or other disposition of the Excluded Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto; provided, however, that no resolution of any condition or violation relating to Environmental Laws or Hazardous Substances shall restrict, impair or burden Purchaser’s use, enjoyment or value with respect to the Branch OfficesAssets.

Liabilities Not Assumed by Purchaser. Notwithstanding anything to the contrary contained herein, Purchaser shall not assume be deemed by anything contained in this Agreement to have assumed any dutiesliabilities, obligations obligations, expenses or liabilities indebtedness (including any principal, interest or other amount owing in respect of any such indebtedness) of Seller or Seller’s Affiliates’ of any kindnature whatsoever, whether knownabsolute, unknownaccrued, contingent or otherwise, not unless specifically identified herein or in the exhibits or schedules heretoassumed by Purchaser pursuant to Sections 2.3 and 2.4 hereof, including without limitation, the following liabilities or obligations (the “Excluded Liabilities”):but not limited to: (a) liabilities Any liability of Seller to any person or obligations not relating to entity the Transferred Assets existence of which constitutes a breach of any covenant, agreement, representation or the Assumed Liabilitieswarranty of Seller contained in this Agreement; (b) liabilities attributable to Any liability of Seller for any acts federal, state, local or omissions to act taken foreign income, franchise, sales, use, withholding or omitted to be taken by Seller property taxes or other taxes of any kind or description (and any fine, penalty or any of its Affiliates) prior to the Effective Timeinterest with respect thereto); (c) Except as provided pursuant to Section 2.4 hereof, any and all employee compensation, employee benefit, vacation, severance, pension, profit sharing and other retirement obligations, and tax liabilities or obligations attributable to any actions, causes of action, claims, suits or proceedings or violations of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) arising, commencing or resulting from the operations of the Branch Offices prior to the Effective Time; (d) liabilities or obligations relating to Taxes (as defined in Section 10.6) (including, without limitation, Tax accruals) of Seller (or any of its Affiliates) for all taxable periods and for Taxes of Seller relating to or incurred in connection with the ownershiptherewith, business or operations of the Transferred Assets or the Assumed Liabilities that have accrued during the period Seller has operated the Branch Offices (the “Ownership Period”); (e) liabilities or obligations relating to violations of Environmental Laws (as defined in Section 10.6), any contamination of soils, groundwater, surface water, or sediments with Hazardous Substances (as defined in Section 10.6), or any liabilities arising under Environmental Laws or in connection with Hazardous Substances to the extent any of the acts, omissions, facts, issues or conditions giving rise to the foregoing are a result course of Seller’s intentional acts 's employment of each of its employees (each, an "Employee") or omissions occurring prior to each person who in the Effective Time; past has worked for Seller (f) liabilities or obligations arising from or related to any current or former employee of Sellereach, a "Former Employee"), including, without limitation, any termination thereof by Seller accrued or any of its Affiliates prior other liability for contributions or payments to or after the Effective Time; (g) liabilities or obligations of Seller with respect to any Fiduciary Relationship arising, commencing or resulting from the operations of the Branch Offices prior to the Effective Time; (h) Seller’s letters of credit issued prior to the Closing, consignments of U.S. Government “E” and “EE” bonds and any and all traveler’s checks; (i) deposit accounts associated with qualified retirement plans where Seller is the trustee of such plan or the sponsor of a prototype plan used by such plan; or (j) (i) be made in respect of compensation and benefits of Employees participation by any Employee or Former Employee in any employee pension benefit plan (as defined in Section 5.63(2) (including the employment or termination of any Employee, in the case of each Employee who is not a Transferred Employee, relating to any period, and in the case of a Transferred Employee relating to any period prior to the time such Employee became employed by Purchaser as contemplated hereby) and (ii) for Losses (as defined in Section 9.1 hereof) with respect to (A) the benefit plans of Seller or its Affiliates in which any Employee has participated, including Losses in respect of such plans that arise under the Employee Retirement Income Security Act of 1974 and the rules and regulations thereunder 1974, as amended (“"ERISA”")), employee welfare benefit plan (as defined in Section 3(1) of ERISA) or any other employee benefit plan maintained for the continuation coverage requirements employees of COBRA Seller (collectively, the "ERISA Plans"). Purchaser expressly assumes no liabilities or (B) pay or pay in lieu of notice under the Worker Adjustment and Retraining Notification Act of 1988 in connection with Employee terminations, in each case whether arising before or after the Effective Time, and in each case to the extent relating to the employment of the Employees by Seller or its Affiliates. Without limiting the generality of the foregoing, it is the intention that the assumption by Purchaser of the Assumed Liabilities shall not in any way enlarge the rights of any third parties relating thereto. Nothing contained in this Agreement shall prevent any party hereto from contesting matters relating to the Assumed Liabilities with any third party obligee. From and after the Effective Time, subject to ARTICLE IX hereof, Purchaser shall have complete control over the payment, settlement or other disposition of the Assumed Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto and Seller shall have complete control over the payment, settlement or other disposition of the Excluded Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto; provided, however, that no resolution of any condition or violation relating to Environmental Laws or Hazardous Substances shall restrict, impair or burden Purchaser’s use, enjoyment or value obligations with respect to any of the Branch Offices.ERISA Plans, whether or not described or listed on Schedule 4.14 attached hereto and whether or not such liabilities arise from the transactions contemplated herein, including, without limitation, (i) health care continuation liability under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), and (ii)

Liabilities Not Assumed by Purchaser. Notwithstanding anything Subject to SECTION 3.2 hereof, Purchaser is purchasing only the Foreclosure Assets from Comerica, and does not assume or agree to pay, perform or discharge, and shall not be responsible for, any commitments, contracts, agreements or obligations or claims against, or liabilities of, ▇▇▇▇▇▇ or its Affiliates whatsoever relating to the contrary contained hereinForeclosure Assets, Purchaser shall not assume any dutiesthe Business and/or the operations of the Business, obligations or liabilities of Seller or Seller’s Affiliates’ of any kindincluding, whether known, unknown, contingent or otherwise, not specifically identified herein or in the exhibits or schedules hereto, including without limitation, the following liabilities or obligations (collectively, the “Excluded Liabilities”"EXCLUDED LIABILITIES"): (a) liabilities any sales, use, income, franchise or obligations not relating other tax or charge, if any, which may become payable by reason of the sale and transfer of the Foreclosure Assets under federal law or under the laws of any state, or may be imposed upon ▇▇▇▇▇▇ or its shareholders by reason of receipt of the Purchase Price or relief from any liability pursuant to the Transferred Assets or the Assumed Liabilitiesthis Agreement; (b) liabilities attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of the costs and expenses incurred in connection with the future operations of ▇▇▇▇▇▇, and the costs and expenses of ▇▇▇▇▇▇ and its Affiliates) prior shareholders incurred in negotiating, entering into and carrying out their obligations pursuant to the Effective Timethis Agreement; (c) liabilities or obligations attributable to any actions, causes indebtedness of action, claims, suits or proceedings or violations ▇▇▇▇▇▇ incurred in the course of law or regulation attributable to any acts or omissions to act taken or omitted to be taken by Seller (or any of its Affiliates) arising, commencing or resulting from the ▇▇▇▇▇▇'▇ operations as of the Branch Offices prior to the Effective TimeClosing Date; (d) any commitments arising prior to the Closing Date pursuant to the Material Contracts; (e) any Taxes for which ▇▇▇▇▇▇ is liable (taking into account the provisions of SECTION 6.3(A) hereof); (f) any prepayment penalties or other liabilities related to, retiring or obligations extinguishing any indebtedness of ▇▇▇▇▇▇; (g) any liabilities arising out of or in connection with periods or activity prior to the Closing Date related to OSHA, EEOC, EPA, FDA or any Governmental Authority, or any violation of law; (h) any liability or obligation (contingent or otherwise) of ▇▇▇▇▇▇ arising out of any claim, litigation, or proceeding threatened or pending on or before the Closing Date or any claim, litigation, or proceeding threatened or initiated after the Closing Date to the extent based on an act or omission of ▇▇▇▇▇▇ or any current or former officer, director, employee, agent or representative of ▇▇▇▇▇▇, or ▇▇▇▇▇▇'▇ operation of the Business and/or Foreclosure Assets; (i) any Environmental Claim and any claims, violations or alleged violations of Environmental Law, or conditions that could give rise to or relate to liability under Environmental Laws or similar legal requirements attributable or relating to Taxes (as defined in Section 10.6) the Foreclosure Assets (including, without limitation, Tax accruals) of Seller (the operation thereof), the Business, ▇▇▇▇▇▇ or any of its Affiliates) for all taxable periods and for Taxes of Seller relating to or incurred in connection with the ownership, business or operations of the Transferred Assets or the Assumed Liabilities during the period Seller has operated the Branch Offices including any liability (the “Ownership Period”); (e) liabilities or obligations relating to violations of Environmental Laws (as defined in Section 10.6), any contamination of soils, groundwater, surface water, or sediments with Hazardous Substances (as defined in Section 10.6), or any liabilities arising under Environmental Laws or in connection with Hazardous Substances to the extent any of the acts, omissions, facts, issues or conditions giving rise to the foregoing are a result of Seller’s intentional acts or omissions occurring prior to the Effective Time; (f) liabilities or obligations arising from or related to any current or former employee of Seller, including, without limitation, strict liability) arising after the Closing Date resulting from, caused by or related to any termination thereof by Seller act or omission of a third party or ▇▇▇▇▇▇ or any current or former officer, director, employee, agent, representative, tenant or invitee of its Affiliates ▇▇▇▇▇▇ which occurred on or prior to the Closing Date, or after the Effective Time; (g) liabilities continuation of practices or obligations of Seller operations with respect to any Fiduciary Relationship arisingthe Foreclosure Assets, commencing that were occurring or resulting from the operations of the Branch Offices in effect on or prior to the Effective TimeClosing Date; (h) Seller’s letters of credit issued prior to the Closing, consignments of U.S. Government “E” and “EE” bonds and any and all traveler’s checks; (i) deposit accounts associated with qualified retirement plans where Seller is the trustee of such plan or the sponsor of a prototype plan used by such plan; or (j) any liability arising out of or in connection with ▇▇▇▇▇▇'▇ defective products or performance of services or any express or implied warranty with respect thereto prior to the Closing Date, including, but not limited to, any claims arising under warranty or service agreements; (ik) in respect any liability or obligation arising out of compensation and benefits of Employees any employee benefit plan (as defined in Section 5.6) (including the employment or termination of any Employee, in the case of each Employee who is not a Transferred Employee, relating to any period, and in the case of a Transferred Employee relating to any period prior to the time such Employee became employed by Purchaser as contemplated herebyERISA) and all other similar benefit plans, programs, arrangements or commitments (iiwhether written or oral) for Losses of ▇▇▇▇▇▇; (as defined in Section 9.1 hereofl) with respect to any contingent or unknown liability of ▇▇▇▇▇▇ and/or its Affiliates; (Am) the benefit plans of Seller any liability or its Affiliates in which any Employee has participated, including Losses in respect of such plans that arise obligation under the Employee Retirement Income Security Act of 1974 and the rules and regulations thereunder (“ERISA”) or the continuation coverage requirements of COBRA or (B) pay or pay in lieu of notice under the Worker Adjustment and Retraining Notification Act of 1988 in connection with Employee terminations, in each case whether arising before or after the Effective Time, and in each case related to the extent relating Excluded Assets or any other assets not included in the Foreclosure Assets; and (n) any liability or obligation under or in connection with or related to the employment assets of the Employees by Seller or its Affiliates. Without limiting the generality of the foregoingHealth Career Learning Systems, it is the intention that the assumption by Purchaser of the Assumed Liabilities shall not in any way enlarge the rights of any third parties relating thereto. Nothing contained in this Agreement shall prevent any party hereto from contesting matters relating to the Assumed Liabilities with any third party obligee. From and after the Effective Time, subject to ARTICLE IX hereof, Purchaser shall have complete control over the payment, settlement or other disposition of the Assumed Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto and Seller shall have complete control over the payment, settlement or other disposition of the Excluded Liabilities and the right to commence, control and conduct all negotiations and proceedings with respect thereto; provided, however, that no resolution of any condition or violation relating to Environmental Laws or Hazardous Substances shall restrict, impair or burden Purchaser’s use, enjoyment or value with respect to the Branch Offices.Inc.