Common use of Liabilities Not Assumed Clause in Contracts

Liabilities Not Assumed. Except as set forth in Section 1.6, Buyer shall not assume or agree to pay, perform or discharge any obligations, liabilities, contracts or commitments of any Subsidiary or affiliate or shareholder of any Subsidiary of any kind or nature whatsoever (the "Excluded Liabilities"). Without limiting the generality of the foregoing and except as fully accrued as a liability on the Closing Balance Sheet, as finally determined in accordance with Section 1.10, Buyer shall not assume or become liable to pay, perform or discharge any of the following: (a) any obligations or liabilities of CEC or any Subsidiary arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement and the transactions contemplated hereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers, brokers and others (including any brokers, finders or originators fees or commissions); (b) any product liability or similar claim for injury to person or property which arises out of or is based upon any express or implied representations, warranty, agreement or guarantee made by CEC or any Subsidiary, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by CEC or any Subsidiary on or prior to the Closing Date; (c) any obligations or liabilities of CEC or any Subsidiary arising under or in connection with any Employee Plan (as defined in Section 3.17(a)) providing benefits to any present or former employee of CEC or any Subsidiary; (d) any obligations or liabilities of CEC or any Subsidiary for any present or past employees, agents or independent contractors of CEC or any Subsidiary, including any workers' compensation claims and employee severance claims of CEC or any Subsidiary; (e) any obligations or liabilities with respect to the litigation, investigations and other matters set forth on Schedule 3.23; (f) any obligations or liabilities for any Taxes (as defined in Section 3.20) of CEC or any Subsidiary except with respect to any Stamp Duty due as a result of the conveyance and transfer from CEC or any Subsidiary to Buyer of the VA Business; and (g) any obligations or liabilities arising out of or related to the transfer of Holset SNC (France) as referenced in Section 6.1(k).

Liabilities Not Assumed. Except Neither Parent or Purchaser shall be the successor to Seller, and, except as expressly set forth in Section 1.62.4 above, Buyer neither Parent nor Purchaser shall not assume or agree to pay, perform or discharge any obligations, liabilities, contracts or commitments of any Subsidiary or affiliate or shareholder of any Subsidiary of any kind or nature whatsoever (the "Excluded Liabilities"). Without limiting the generality of the foregoing and except as fully accrued as a liability on the Closing Balance Sheet, as finally determined in accordance with Section 1.10, Buyer shall not assume or become liable or obligated in any way, and Seller shall retain and remain solely liable for all Liabilities other than Assumed Liabilities (collectively referred to payherein as “Excluded Liabilities”), perform or discharge any of the followingincluding: (a) Any Liability arising out of or as a result of any obligations legal or liabilities equitable action or judicial or administrative proceeding initiated at any time to the extent arising out of CEC or any Subsidiary arising or incurred in connection with facts occurring prior to the negotiation, preparation, investigation and performance of this Agreement and the transactions contemplated hereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers, brokers and others (including any brokers, finders or originators fees or commissions)Closing Date; (b) any product liability or similar claim for injury to person or property which arises Any Liability arising out of or as a result of the Patent Litigation; (c) Any Liability of the Seller for unpaid Taxes (with respect to the Business, the Assets, or Seller’s employees or otherwise), any liability of the Seller for Taxes arising in connection with the consummation of the Transaction (including any income Taxes) arising because the Seller is based upon any express or implied representations, warranty, agreement or guarantee made by CEC transferring the Assets or any Subsidiaryliability of the Seller for the unpaid Taxes of any Person other than the Seller, or a transferee or successor of Seller, by reason of contract or otherwise; (d) Any Liabilities related to or arising from any breach or default by Seller or its Affiliates, whether before or after the improper performance or malfunctioning of a productClosing Date, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at Contract or related to or arising from any time manufactured tort, infringement or sold violation of Laws or any service performed Decrees by CEC Seller, in each case to the extent occurring or any Subsidiary arising from facts occurring on or prior to the Closing Date; (ce) any obligations or liabilities Any Liability of CEC Seller or any Subsidiary arising under or of Seller’s Affiliates incurred in connection with any Employee Plan or under this Agreement (as defined in Section 3.17(a)) providing benefits to any present or former employee of CEC or any Subsidiary; (d) any obligations or liabilities of CEC or any Subsidiary for any present or past employeesincluding, agents or independent contractors of CEC or any Subsidiarywithout limitation, including any workers' compensation claims and employee severance claims of CEC or any Subsidiary; (e) any obligations or liabilities with respect to any of Seller’s or its Affiliates’ representations, warranties, agreements, covenants or indemnities hereunder) relating to the litigation, investigations execution or performance of this Agreement and other matters set forth on Schedule 3.23the transactions contemplated herein; (f) Any Liability of Seller under any obligations or liabilities for any Taxes (as defined in Section 3.20) of CEC or any Subsidiary except Seller’s Employee Plans with respect to any Stamp Duty due as a result obligation of the conveyance and transfer from CEC Seller to contribute or any Subsidiary to Buyer make payments to or provide benefits on behalf of the VA Business; andSeller’s employees; (g) Any fees or expenses incurred by Seller or any of Seller’s Affiliates or hereunder with respect to Seller’s or any of its Affiliates’ engagement of its counsel or with respect to any broker, finder, investment banker, appraiser or accounting firm engaged by Seller or any of Seller’s Affiliates, or pursuant to the terms of any agreement between Seller or any of Seller’s Affiliates with any such third party; (h) Any outstanding obligations of Seller for borrowed money due and owing to banks or liabilities arising out other lenders or lessors, other than obligations under the Assumed Contracts to the extent assumed pursuant to Section 2.4(a); (i) Any Liability of or Seller not related to the transfer of Holset SNC Business; or (Francej) Except as referenced otherwise provided in Section 6.1(k)2.4, all Liabilities arising out of, relating to or with respect to the Assets or the operation of the Businesses for all periods up to and including the Closing Date.

Liabilities Not Assumed. Except as set forth Other than the liabilities referred to in Section 1.61.4, Buyer shall not assume or agree be deemed to pay, perform have assumed any of the liabilities or discharge any obligations, liabilities, contracts or commitments obligations of any Subsidiary or affiliate or shareholder of any Subsidiary Cheney of any kind arising pri▇▇ ▇▇, on, or nature whatsoever after the Closing Date, or of the Business arising prior to the Closing Date (together, the "Excluded Unassumed Liabilities"). Without limiting the generality of the foregoing and except as fully accrued as a liability on the Closing Balance Sheet, as finally determined in accordance with Section 1.10including, Buyer shall not assume or become liable to pay, perform or discharge any of the followingwithout limitation: (a) any obligations liability claims with respect to the business and affairs of Cheney or liabilities the Business or the a▇▇▇ ▇▇d omissions of CEC current or former employees and agents of Cheney or the Business; (b) any Subsidiary arising obligation or incurred in connection with liability of Cheney or the negotiationBusiness to a▇▇ ▇▇rrent or former employee of Cheney or the Business; (c) any obligation or liability of Cheney or the Business for ▇▇▇▇▇▇l, preparationstate, investigation local or foreign income or other taxes (including any related penalties, fines and performance of this Agreement and the transactions contemplated herebyinterest), including, without limitation, fees any and expenses all taxes arising out of counsel, accountants, consultants, advisers, brokers and others (including any brokers, finders or originators fees or commissions)the transactions contemplated hereby; (bd) any product obligation or liability or similar claim for injury to person or property which arises arising out of or is based upon any express or implied representations, warranty, agreement or guarantee made by CEC or any Subsidiary, or by reason the operation of the improper performance Business prior to the Closing Date, including any rebates, discounts, offsets or malfunctioning of a product, improper design or manufacture, failure concessions attributable to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by CEC or any Subsidiary on or amounts invoiced to the Business's clients prior to the Closing Date; (ce) any obligations claim, action, suit or liabilities proceeding against Cheney or the Business for em▇▇▇▇▇▇nt discrimination or sexual harassment by any present or former employee (temporary or permanent) or agent of CEC Cheney or the Business; (▇) any Subsidiary arising under obligation or liability of Cheney or the Business arisi▇▇ ▇▇t of any surrender charges incurred in connection with the rollover to Buyer of any Employee Benefit Plan (as defined in Section 3.17(a6.16(a)) providing benefits to any present of Cheney or former employee of CEC or any Subsidiarythe Business; (d▇) any obligations obligation or liabilities liability to the temporary, payrolled, leased or full-time employees of CEC Cheney or any Subsidiary the Business for any present ▇▇▇▇▇▇, wages, bonuses or past employees, agents other compensation or independent contractors of CEC or any Subsidiarybenefits, including any workers' compensation claims with respect to retirement plans, and employee severance claims of CEC or accrued vacation, sick and holiday time and pay incurred prior to the Closing Date, including, without limitation, any Subsidiaryliabilities contemplated by Section 10.2 but excluding any liabilities set forth in Schedule 1.7; (eh) any obligations liabilities of Cheney or liabilities the Business with respect r▇▇▇▇▇▇ to the litigationany pension, investigations and retirement, savings, profit-sharing or other matters set forth on Schedule 3.23benefit plan; (fi) any obligations obligation or liabilities liability which is inconsistent with any representation or warranty of Cheney; (j) any l▇▇▇▇▇▇ty arising out of, and any expenses relating to, any claim, action, dispute or litigation involving Cheney or the Business; (▇) any liability of Cheney or the Business for any Taxes (as defined in Section 3.20) of CEC fine▇, ▇▇▇alties, damages or any Subsidiary except with respect other amounts payable to any Stamp Duty due as a result of the conveyance and transfer from CEC government or any Subsidiary to Buyer of the VA Businessgovernmental agency or instrumentality; and (gl) any obligations obligation or liabilities arising out liability of Cheney or related the Business for ▇▇▇ ▇▇penses incurred in preparing or negotiating this Agreement and consummating the transactions contemplated hereunder. Cheney agrees to discharge ▇▇▇ ▇ndemnify, defend and hold harmless Buyer and Headway and their respective officers, directors, employees, agents and stockholders from all Unassumed Liabilities, whether or not now known, liquidated or contingent, including, without limitation, any that might otherwise be deemed to have been assumed by Buyer by virtue of its purchase of the transfer Acquired Assets or otherwise by operation of Holset SNC (France) as referenced in Section 6.1(k)law.

Liabilities Not Assumed. Except as set forth for the liabilities and obligations specifically assumed pursuant to and identified in Section 1.61.2.2, Buyer shall PEI will not assume assume, will not take the Purchased Assets subject to and will not be liable for, any liabilities or agree to pay, perform or discharge any obligations, liabilities, contracts or commitments of any Subsidiary or affiliate or shareholder of any Subsidiary obligations of any kind or nature whatsoever nature, whether absolute, contingent, accrued, known or unknown, whenever arising, of any of the Seller Parties (the "Excluded Liabilities"). Without limiting the generality of the foregoing and except as fully accrued as a liability on the Closing Balance Sheet, as finally determined in accordance with Section 1.10, Buyer shall not assume or become liable to pay, perform or discharge any of the followingincluding: (a) any Liabilities or obligations incurred, arising from or liabilities of CEC or any Subsidiary arising or incurred out of, in connection with or as a result of claims made by or against any of the negotiationSeller Parties or against PEI or its Affiliates as successor(s) to the Business with respect to the Purchased Assets or conduct of the Business prior to the Closing Date, preparationincluding as a result of the breach of any Contract by any of the Seller Parties prior to the Closing Date or the violation by any of the Seller Parties of any applicable Law prior to the Closing Date, investigation and performance of this Agreement and whether asserted before or after the transactions contemplated hereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers, brokers and others (including any brokers, finders or originators fees or commissions);Closing Date *****. (b) Any liability for indebtedness for borrowed money of any product liability of the Seller Parties, except as expressly provided for in Section 1.2.2(c), including amounts owed to Hirsch and James for loans in the amount of $232,950 eac▇, ▇▇ amoun▇▇ ▇▇ed to Califa in the amount of $1,100,160. (c) Liabilities or similar claim obligations (whether assessed or unassessed) of any of the Seller Parties for injury to person or property which arises out of or is based upon any express or implied representationsTaxes, warranty, agreement or guarantee made by CEC or including any Subsidiary, or Taxes arising by reason of the improper performance transactions contemplated herein, for any period or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by CEC or any Subsidiary portion thereof ending on or prior to the Closing Date; (c) any obligations or liabilities of CEC or any Subsidiary arising under or in connection with any Employee Plan (, except as defined expressly provided for in Section 3.17(a)) providing benefits to any present or former employee of CEC or any Subsidiary;6.6. (d) Fees and expenses of any obligations or liabilities of CEC or any Subsidiary for any present or past employees, agents or independent contractors of CEC or any Subsidiary, including any workers' compensation claims and employee severance claims of CEC or any Subsidiary;the Seller Parties incurred in connection with the transactions contemplated in this Agreement. (e) Liabilities or obligations to former or current officers, directors, shareholders, employees, Affiliates or Associates of any obligations or liabilities of the Seller Parties, including any severance arrangements of employees of Califa not employed by PEI following the Closing in accordance with respect Section 7.4 and any intercompany loans not discharged prior to the litigation, investigations and other matters set forth on Schedule 3.23;Closing. (f) Liabilities or obligations of any obligations of the Seller Parties incurred in connection with or liabilities for arising out of any Taxes (real property lease, except as defined provided in Section 3.20) of CEC or any Subsidiary except with respect to any Stamp Duty due as a result of the conveyance and transfer from CEC or any Subsidiary to Buyer of the VA Business; and1.2.2(d). (g) any Liabilities or obligations or liabilities arising out of any of the Seller Parties' obligations to MediaPath LLC, a Connecticut limited liability company ("MediaPath") and/or James Cofer, an individual ("Cofer") under that certain ▇▇▇▇▇▇▇▇ ▇▇reement dated March 15, 1999 between Califa and Cofer (the "Services Agreement"), which was assigned to ▇▇▇ ▇ssumed by MediaPath effective September 15, 2000, and a verbal agreement between VODI and MediaPath on substantially the same terms as provided for in the Services Agreement, except any sales bonus due to MediaPath and/or Cofer after the Closing relating to an affiliation agree▇▇▇▇ between Califa and Echostar. (h) Liabilities or related obligations arising out of any of the Sellers Parties' obligations to MediaPath and/or Cofer under that certain indemnification agreement betwe▇▇ ▇▇lifa and Cofer executed contemporaneously with the transfer execution of Holset SNC t▇▇ ▇▇rvices Agreement (Francethe "Indemnification Agreement"), and a verbal agreement between VODI and MediaPath on substantially the same terms as provided for in the Indemnification Agreement. (i) as referenced Liabilities or obligations arising out of any of the Seller Parties' obligations to any licensor under the portions of the program supply agreements listed in Section 6.1(k)Schedule 1.1.1 (the "Program Supply Agreements") retained in part by any of the Seller Parties.

Liabilities Not Assumed. Except as set forth specifically provided herein and in Section 1.61.2(b) below, Buyer shall not assume assume, pay, honor, discharge or agree to otherwise become responsible for any liabilities or obligations of Seller, and all such liabilities and obligations shall remain solely those of Seller, and Seller shall pay, perform or discharge any obligationsand discharge, liabilities, contracts or commitments all such obligations and liabilities of any Subsidiary or affiliate or shareholder of any Subsidiary of any kind or nature whatsoever (the "Excluded Liabilities")Seller promptly when due in accordance with their terms. Without limiting the generality of the foregoing preceding sentence and except as fully accrued as a liability on the Closing Balance Sheet, as finally determined specifically provided in accordance with Section 1.101.2(b), Buyer shall not assume or become liable to pay, perform or discharge any of the followingresponsible for: (ai) any liabilities or obligations of Seller including, without limitation, any personal obligations of any shareholder of Seller incurred in any capacity, including those arising out of any claim, litigation or liabilities of CEC proceeding, or any Subsidiary contract, license, commitment or other agreement relating to the operations of the Business or the occurrence of any event on or before the Closing including, without limitation, accounts payable of the Business; (ii) any obligations, liabilities, undertakings, Liens (other than Permitted Liens) or restrictions to which the Assets or the Business are subject arising before the Closing and that are not disclosed in writing in this Agreement; (iii) any liability or incurred in connection with the negotiationobligation arising out of or related to past, preparationpresent or future actions, investigation and performance of this Agreement and the transactions contemplated herebylitigations, suits, enforcement actions, proceedings, arbitrations or governmental or regulatory authority investigations, audits or otherwise, including, without limitation, fees and expenses demand or directive letters or correspondence, or of counselnotice regarding any of the foregoing involving the Assets, accountantsthe Business, consultantsSeller or any shareholder of Seller to the extent the foregoing relate to events, advisers, brokers and others (including any brokers, finders acts or originators fees or commissions)omissions arising before the Closing; (biv) any product liability or similar claim obligation, in contract, tort or for injury to person violation of any law by Seller or property which any officer, director, shareholder, employee or agent of Seller that arises out of or is based upon results from any express act, omission, occurrence or implied representationsstate of facts arising on or before the Closing, warrantyand any liability or obligation, agreement in contract, tort or guarantee made for violation of any law solely by CEC Seller or any Subsidiaryofficer, director, shareholder, member, employee or by reason agent of Seller (other than such persons serving in the improper performance capacity of an employee or malfunctioning an engaged contractor of a productBuyer or its affiliates after Closing) that arises out of or results from any act, improper design omission, occurrence or manufacture, failure to adequately package, label or warn state of hazards or other related product defects of any products at any time manufactured or sold or any service performed by CEC or any Subsidiary on or prior to facts after the Closing DateClosing; (cv) any compensation obligations or any liabilities or obligations of CEC or any Subsidiary Seller arising under out of or in connection with any Employee Plan (as defined in Section 3.17(a)) providing employee benefit plan of Seller or any other liabilities or obligations of Seller to any employees with respect to his or her service to the Business on or before the Closing, including but not limited to any liability or obligation for any severance pay due any employee of Seller upon his or her termination of employment and any and all accrued vacation and/or sick leave, bonuses and other benefits to any present the extent that such liabilities or former employee obligations are owed as a result of CEC acts, omissions, occurrences or any Subsidiarystate of facts on or before the Closing; (dvi) any liabilities or obligations of Seller for indebtedness for borrowed money, including, but not limited to, any and all liabilities and obligations related to real estate financings and any and all obligations to any secured party in connection with any of the Assets, other than with respect to Assumed Liabilities or liabilities of CEC or any Subsidiary for any present or past employees, agents or independent contractors of CEC or any Subsidiary, including any workers' compensation claims and employee severance claims of CEC or any Subsidiaryobligations giving rise to Permitted Liens; (evii) subject to Section 1.3(c), any liabilities or obligations or liabilities with respect to the litigation, investigations and other matters set forth on Schedule 3.23of Seller for any type of taxes owed by Seller whatsoever; (fviii) any and all Medicare, Medicaid and other third party payor obligations arising from any acts or liabilities omissions for any Taxes (as defined in Section 3.20) period prior to the Closing, including without limitation, any retroactive denial of CEC claims, civil monetary penalties or any Subsidiary except with respect to gain on sale that may be recognized by any Stamp Duty due of the foregoing as a result of the conveyance and transfer from CEC transactions, contemplated herein; or (ix) any other liabilities or obligations of any Subsidiary nature relating to Buyer the operations of the VA Business; and (g) Business or the occurrence of any obligations event on or liabilities arising out before the Closing, whether known or determined as of the Closing or related to unknown or undetermined as of the transfer of Holset SNC (France) as referenced in Section 6.1(k)Closing.

Liabilities Not Assumed. Except as set forth specifically provided in this Agreement (including, without limitation, the terms of Section 1.62.2 hereof), regardless of when asserted or claimed, Buyer shall not assume or agree be bound by and Seller shall retain and shall be solely responsible for all obligations and liabilities of Seller and the Business (all such liabilities and obligations being herein referred to pay, perform or discharge any obligations, liabilities, contracts or commitments of any Subsidiary or affiliate or shareholder of any Subsidiary of any kind or nature whatsoever (as the "Excluded LiabilitiesRETAINED LIABILITIES"). Without limiting the generality of the foregoing and except as fully accrued as a liability on the Closing Balance Sheet) including, as finally determined in accordance with Section 1.10, Buyer shall but not assume or become liable to pay, perform or discharge any of the followinglimited to: (a) any obligations and all liabilities and obligations, whether civil or liabilities of CEC criminal in nature, arising out of, relating to or involving the Business and existing before the Closing or any Subsidiary arising violation by Seller of any term or incurred provision of any Legal Requirements, except for warranty obligations provided for in connection with the negotiation, preparation, investigation and performance of this Agreement and the transactions contemplated hereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers, brokers and others (including any brokers, finders or originators fees or commissions)Section 2.2(a)(ii) hereof; (b) any and all obligations or liabilities relating to the Business, the existence of which constitutes a breach of Seller's representations or warranties under this Agreement; (c) any and all product liability of Seller (whether or similar claim for injury to person not asserted on or property which arises out of before or is based upon any express after the Closing Date, but excluding the Product Repair Claims) in connection with the Business or implied representationsthe Products manufactured, warranty, agreement or guarantee made by CEC or any Subsidiary, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or serviced prior to the Closing Date by Seller or Seller's agents or produced by any service performed third party and sold or serviced by CEC Seller or any Subsidiary on or Seller's agents prior to the Closing Date; (c) any obligations or liabilities of CEC or any Subsidiary arising under or in connection with any Employee Plan (as defined in Section 3.17(a)) providing benefits to any present or former employee of CEC or any Subsidiary; (d) any obligations or liabilities and all Proceeding(s) arising from the conduct of CEC or any Subsidiary for any present or past employees, agents or independent contractors of CEC or any Subsidiarythe Business before the Closing, including any workers' compensation claims and employee severance claims liability arising from any environmental condition either existing before the Closing or arising from the conduct of CEC or any Subsidiarythe Business before the Closing; (e) any obligations or liabilities with respect to the litigation, investigations income tax liability of Seller and other matters set forth on Schedule 3.23any penalties and interest related thereto; (f) any obligations debt or liabilities liability for any Taxes (as defined in Section 3.20) of CEC or any Subsidiary except with respect to any Stamp Duty due as a result of the conveyance and transfer from CEC or any Subsidiary to Buyer of the VA Business; andborrowed funds; (g) any obligations or liabilities liability arising out of or related to the transfer sponsorship of, the responsibility for, contributions to, or any liability in connection with any Benefit Plan maintained or contributed to by Seller; without limiting the foregoing, Seller shall be liable for any continuation coverage (including any penalties, excise taxes or interest resulting from the failure to provide continuation coverage) required by law due to qualifying events which occur on or before the Closing Date; (h) any obligation or liability of Holset SNC Seller or arising from the Seller's conduct of the Business before the Closing which is not specifically assumed by the Buyer pursuant to Section 2.2 hereof; (Francei) as referenced in Section 6.1(k)any obligation or liability for increased Worker's Compensation premiums relating to the period prior to Closing.

Liabilities Not Assumed. Except as set forth in Section 1.6, Buyer Purchaser shall not assume or agree to payany Liabilities of Seller other than the Assumed Liabilities, perform or discharge any obligations, liabilities, contracts or commitments of any Subsidiary or affiliate or shareholder of any Subsidiary of any kind or nature whatsoever (the "Excluded Liabilities"). Without limiting the generality of the foregoing and except as fully accrued as a liability on the Closing Balance Sheet, as finally determined in accordance with Section 1.10, Buyer nor shall not it assume or become liable to pay, perform or discharge any of the followingfollowing obligations or Liabilities (all obligations or Liabilities not assumed by Purchaser herein are collectively referred to herein as “Excluded Liabilities”), which in each case shall remain obligations and Liabilities of Seller: (a) Any Liability arising out of or as a result of any obligations legal or liabilities equitable Action or judicial or administrative proceeding initiated at any time to the extent arising out of CEC facts occurring prior to the Closing; (b) Any Liability of Seller or otherwise imposed on the Assets or with respect to the Business, in respect of any Tax, including (i) any Liability of Seller for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any Subsidiary similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise, (ii) any Transfer Taxes or Property Taxes except, in each case, to the extent specifically allocated to Purchaser pursuant to Section 5.2, and (iii) any liability of Seller for Taxes arising in connection with the consummation of the Transaction or because Seller is transferring the Assets, excluding any Transfer Taxes allocated to Purchaser pursuant to Section 5.2; (c) Any Liabilities required to have been performed or paid prior to the Closing, or related to or arising from any breach or default by Seller, whether on or before the Closing, of any Assumed Contracts, or related to or arising from any tort, infringement or violation of Laws by Seller, to the extent occurring or arising from facts occurring on or prior to the Closing; (d) Any Liability of Seller incurred in connection with or under this Agreement (including with respect to any of Seller’s representations, warranties, agreements, or covenants hereunder) relating to the negotiation, preparation, investigation and execution or performance of this Agreement and the transactions contemplated herebyherein; (e) Except as set forth in Sections 8.14 and 8.15, including, without limitation, any fees and or expenses incurred by Seller or its shareholders with respect to Seller’s or such Persons’ engagement of counsel, accountantsor any investment banker, consultantsappraiser or accounting firm engaged to perform services in connection with the Transaction; (f) Any obligations of Seller for borrowed money; (g) Any Liability of Seller not related to the Assets; (h) Any Liability relating to the Excluded Assets; (i) Any Liability or obligation of Seller or any of its Affiliates relating to any current or former employee or other service provider of Seller or any of its Affiliates, advisersor any dependent or beneficiary thereof, brokers and others including without limitation (i) any Liability arising under any Employee Benefit Plan, including any Multiemployer Plan or other Pension Plan, (ii) any Liability that constitutes a Withdrawal Liability or COBRA Liability, (iii) any Liability arising in connection with the actual or prospective employment or engagement, the retention and/or discharge by Seller or any of its Affiliates of any current or former employee or other service provider , (iv) any Liability for wages, remuneration, compensation (including any brokersbonuses due any employee arising as a result of the transactions contemplated hereby), finders benefits, severance, vacation or originators fees other paid-time-off or commissionsother accrued obligations (A) associated with any employee or other service provider of Seller or any of its Affiliates (including any Business Employee) who does not become a Transitioned Employee (or any dependent or beneficiary thereof), and (B) with respect to any Transitioned Employee, arising on or prior to the Closing Date, and (v) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation Law or under any federal or state employment discrimination Law; (bj) Any Liability of Seller related to the Assets under any product liability or similar claim for injury Environmental Law which first arose prior to person or property which arises out of or is based upon any express or implied representations, warranty, agreement or guarantee made by CEC or any Subsidiary, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure related to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by CEC or any Subsidiary actions occurring on or prior to the Closing Date; (ck) any obligations Any Liability of Seller listed as an Account Payable or liabilities debt amount owed. At the Closing Date, in conjunction with this Transaction, Seller shall warrant to purchaser that all Accounts Payable and debt amounts, as of CEC or any Subsidiary arising under or that date, are current and with a zero balance, unless excluded and agreed to in connection with any Employee Plan (as defined in Section 3.17(a)) providing benefits to any present or former employee of CEC or any Subsidiary; (d) any obligations or liabilities of CEC or any Subsidiary for any present or past employees, agents or independent contractors of CEC or any Subsidiary, including any workers' compensation claims and employee severance claims of CEC or any Subsidiary; (e) any obligations or liabilities with respect to the litigation, investigations and other matters set forth on Schedule 3.23; (f) any obligations or liabilities for any Taxes (as defined in Section 3.20) of CEC or any Subsidiary except with respect to any Stamp Duty due as a result of the conveyance and transfer from CEC or any Subsidiary to Buyer of the VA Businesswriting by Purchaser; and (gl) any obligations or liabilities arising out of or related Any other Liabilities specifically not agreed to the transfer of Holset SNC (France) as referenced in Section 6.1(k)writing herein.

Liabilities Not Assumed. Except as set forth in Notwithstanding Section 1.64 of this Agreement, Buyer and Buyer's Permitted Assigns shall not assume directly or agree to indirectly assume, pay, perform perform, discharge or discharge be responsible for any obligationsof the liabilities or obligations of Seller or any of the Partnerships or any of their respective affiliates, liabilitieswhether liquidated or unliquidated, contracts known or commitments of any Subsidiary unknown, actual or affiliate inchoate, accrued, contingent or shareholder of any Subsidiary of any kind or nature whatsoever otherwise, which are identified below (the "Excluded Liabilities"). Without limiting the generality of the foregoing and except as fully accrued as a liability on the Closing Balance Sheet): 5.1 Any liabilities or obligations incurred, as finally determined in accordance with Section 1.10arising from or out of, Buyer shall not assume or become liable to pay, perform or discharge any of the following: (a) any obligations or liabilities of CEC or any Subsidiary arising or incurred in connection with or as a result of, any alleged or actual defect, or any alleged or actual breach of warranty (whether express or implied), with respect to any portion of the negotiation, preparation, investigation and performance of this Agreement and the transactions contemplated hereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers, brokers and others Real Property (including any brokersall improvements thereon) worked on by Seller, finders or originators fees or commissions); (b) any product liability or similar claim for injury to person or property which arises out of or is based upon any express or implied representations, warranty, agreement or guarantee made by CEC the Partnerships or any Subsidiaryof their respective contractors, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards subcontractors or other related product defects of any products at any time manufactured or sold or any service performed by CEC or any Subsidiary on or affiliates prior to the Closing Date; (c) any 5.2 Any liabilities or obligations incurred, arising from or liabilities of CEC or any Subsidiary arising under out of, or in connection with or as a result of, any Employee Plan (as defined in Section 3.17(a)) providing benefits to any present claim, action, suit, litigation, arbitration or former employee of CEC administrative or other proceeding made by or against Seller or any Subsidiary; of the Partnerships either (da) any obligations before the Closing Date, or liabilities of CEC or any Subsidiary for any present or past employees, agents or independent contractors of CEC or any Subsidiary, including any workers' compensation claims and employee severance claims of CEC or any Subsidiary; (eb) any obligations or liabilities after the Closing Date with respect to events which occurred or conditions which existed before the litigationClosing Date (except, investigations in the case of clause (b) hereof only, for such liabilities and obligations which have been expressly assumed by Buyer pursuant to Section 4 of this Agreement); 5.3 Any obligation, liability or expense of Seller or any of the Partnerships for taxes (other matters than property taxes relating to the Real Property or any other real estate assets included in the Assets to be transferred to Buyer pursuant to Section 1 hereof); 5.4 Any obligation, liability or expense relating to or arising out of the Excluded Assets; 5.5 Any liabilities or obligations of Seller or any of the Partnerships which are incurred or arise after the Closing Date from, or out of, or in connection with, this Agreement; 5.6 Any liabilities or obligations of Seller to its shareholders in respect of their ownership interest in Seller, or any of the Partnerships to their respective Partners; 5.7 Any liabilities or obligations for indebtedness secured by mortgages, deeds of trust or other liens or security interests on or in the Assets, which indebtedness is non-recourse to Seller or the Partnerships (as applicable) or as to which Seller or the Partnerships (as applicable) are not directly or indirectly liable or as to which Seller or the Partnerships (as applicable) do not provide credit support; 5.8 Any liabilities or obligations of Seller or the Partnerships, or costs and expenses incurred in connection with them, to the extent Seller or the Partnerships have the right to be indemnified or reimbursed by an insurer or other third party with respect to such liabilities or obligations; and 5.9 Those liabilities and obligations set forth on Schedule 3.23; (f) any obligations or liabilities for any Taxes (as defined in Section 3.20) of CEC or any Subsidiary except with respect to any Stamp Duty due as a result of the conveyance and transfer from CEC or any Subsidiary to Buyer of the VA Business; and (g) any obligations or liabilities arising out of or related to the transfer of Holset SNC (France) as referenced in Section 6.1(k)5.9 hereto.

Liabilities Not Assumed. Except as set forth specifically provided herein and in Section 1.61.2(b) below, Buyer shall not assume assume, pay, honor, discharge or agree to otherwise become responsible for any liabilities or obligations of Sellers, and all such liabilities and obligations shall remain solely those of Sellers, and Sellers shall pay, perform or discharge any obligationsand discharge, liabilities, contracts or commitments all such obligations and liabilities of any Subsidiary or affiliate or shareholder of any Subsidiary of any kind or nature whatsoever (the "Excluded Liabilities")Sellers promptly when due in accordance with their terms. Without limiting the generality of the foregoing preceding sentence and except as fully accrued as a liability on the Closing Balance Sheet, as finally determined specifically provided in accordance with Section 1.101.2(b), Buyer shall not assume or become liable to pay, perform or discharge any of the followingresponsible for: (ai) any liabilities or obligations of Sellers including, without limitation, any personal obligations of any shareholder or liabilities member of CEC any Seller incurred in any capacity, including those arising out of any claim, litigation or proceeding, or any Subsidiary contract, license, commitment or other agreement relating to the operations of the Business or the occurrence of any event on or before the Closing including, without limitation, accounts payable of the Business; (ii) any obligations, liabilities, undertakings, Liens (other than Permitted Liens) or restrictions to which the Assets or the Business are subject and that are not disclosed in writing in this Agreement; (iii) any liability or obligation arising out of or incurred in connection with the negotiationrelated to past, preparationpresent or future actions, investigation and performance of this Agreement and the transactions contemplated herebylitigations, suits, enforcement actions, proceedings, arbitrations or governmental or regulatory authority investigations, audits or otherwise, including, without limitation, fees and expenses demand or directive letters or correspondence, or of counselnotice regarding any of the foregoing involving the Assets, accountantsthe Business, consultantsany Seller or any shareholder or member of any Seller to the extent the foregoing relate to events, advisers, brokers and others (including any brokers, finders acts or originators fees omissions arising on or commissions)before the Closing; (biv) any product liability or similar claim obligation, in contract, tort or for injury to person violation of any law by any Seller or property which any officer, director, shareholder, member, employee or agent of any Seller that arises out of or is based upon results from any express act, omission, occurrence or implied representationsstate of facts on or before the Closing, warrantyand any liability or obligation, agreement in contract, tort or guarantee made for violation of any law solely by CEC any Seller or any Subsidiaryofficer, director, shareholder, member, employee or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects agent of any products at Seller that arises out of or results from any time manufactured act, omission, occurrence or sold or any service performed by CEC or any Subsidiary on or prior to state of facts after the Closing DateClosing; (cv) any compensation obligations or any liabilities or obligations of CEC or any Subsidiary Sellers arising under out of or in connection with any Employee Plan (as defined in Section 3.17(a)) providing employee benefit plan of Sellers or any other liabilities or obligations of Sellers to any employees with respect to his or her service to the Business on or before the Closing, including but not limited to any liability or obligation for any severance pay due any employee of Sellers upon his or her termination of employment and any and all accrued vacation and/or sick leave, bonuses and other benefits to any present the extent that such liabilities or former employee obligations are owed as a result of CEC acts, omissions, occurrences or any Subsidiarystate of facts on or before the Closing; (dvi) any liabilities or obligations or of Sellers for indebtedness for borrowed money, including, but not limited to, any and all liabilities and obligations related to real estate financings and any and all obligations to any secured party in connection with any of CEC or any Subsidiary for any present or past employees, agents or independent contractors of CEC or any Subsidiary, including any workers' compensation claims and employee severance claims of CEC or any Subsidiarythe Assets; (evii) subject to Section 1.3(d), any liabilities or obligations or liabilities with respect to the litigation, investigations and other matters set forth on Schedule 3.23of Sellers for any type of taxes owed by Sellers whatsoever; (fviii) any and all Medicare, Medicaid and other third party payor obligations arising from any acts or liabilities omissions for any Taxes (as defined in Section 3.20) period prior to the Closing, including without limitation, any retroactive denial of CEC claims, civil monetary penalties or any Subsidiary except with respect to gain on sale that may be recognized by any Stamp Duty due of the foregoing as a result of the conveyance and transfer from CEC transactions, contemplated herein; or (ix) any other liabilities or obligations of any Subsidiary nature relating to Buyer the operations of the VA Business; and (g) Business or the occurrence of any obligations event on or liabilities arising out before the Closing, whether known or determined as of the Closing or related to unknown or undetermined as of the transfer of Holset SNC (France) as referenced in Section 6.1(k)Closing.

Liabilities Not Assumed. Except as expressly set forth in Section 1.6this Agreement, the Buyer shall will not assume or agree to payperform any Liabilities not specifically contemplated by Section 2.3 hereof, perform or discharge any obligationsincluding but not limited to, liabilities, contracts or commitments of any Subsidiary or affiliate or shareholder of any Subsidiary of any kind or nature whatsoever (the "Excluded Liabilities"). Without limiting the generality of the foregoing and except as fully accrued as a liability on the Closing Balance Sheet, as finally determined in accordance with Section 1.10, Buyer shall not assume or become liable to pay, perform or discharge any of the following:following Liabilities (whether or not contemplated by Section 2.3): (a1) any obligations Liability of the Seller for income, franchise, transfer, sales, use and other Taxes (whether or liabilities not relating to the CSG and whether or not incurred prior to the Closing). (2) any Liability of CEC the Seller for the unpaid Taxes of any Person other than the Buyer (including Taxes imposed on the CSG) as a transferee or successor, by contract, or otherwise; (3) any Liability of the Seller to indemnify any Person by reason of the fact that such Person was a director, officer, employee, or agent of the Seller or was serving at the request of such entity as a partner, trustee, director, officer, employee, or agent of another entity; (4) any Liability of the Seller arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time in respect of anything done, suffered to be done or omitted to be done by the Seller (other than CSG) or any Subsidiary arising of its respective directors, officers, employees or agents, or by CSG or any of its respective directors, officers, employees or agents prior to the Closing; (5) any Liability of the Seller for costs and expenses incurred in connection with this Agreement, the negotiation, preparation, investigation and making or performance of this Agreement and the transactions contemplated hereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers, brokers and others (including any brokers, finders or originators fees or commissions); (b6) any product liability Liability of the Seller under this Agreement or similar claim for injury under any agreement between the Seller on the one hand and the Buyer on the other hand entered into in connection with this Agreement; (7) any Liability relating to person or property which arises arising out of or is based upon any express or implied representations, warranty, agreement or guarantee made by CEC or any Subsidiary, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed services rendered by CEC or any Subsidiary on or the Seller (including the CSG) prior to the Closing Date; (c8) any Liability of the Seller arising out of any Employee Plan established or maintained by the Seller for the benefit of past or present employees of the CSG or to which the CSG contributes or any liability or the termination of any such plan; (9) any obligations Liability of the Seller for making payments or liabilities providing benefits of CEC any kind to its employees or former employees including, without limitation, (i) as a result of the sale of the Acquired Assets or as a result of the termination by the Buyer of any employees, (ii) arising out of, or relating to, the Worker Adjustment and Retaining Act of 1988, (iii) to provide former employees so-called COBRA continuation coverage to the extent such COBRA continuation coverage is not available under the health care plans of the Seller, (iv) in respect of medical and other benefits for existing and future retirees, (v) any liability or obligation of the Seller in respect of work-related employee injuries or worker's compensation claims and (vi) any liability of the Seller pursuant to Section 5.8 hereof; (10) any Liability of the Seller arising out of or resulting from noncompliance prior to the Closing Date with any national, regional or local laws, statutes, ordinances, rules, regulations, orders, determinations, judgments, or directives, whether legislatively, judicially or administratively promulgated (including, without limitation, any Environmental Liabilities and Costs and Safety Liabilities and Costs whether or not arising out of or resulting from Seller's noncompliance with Environmental Laws, Environmental Transfer Laws or Safety Laws) or any Subsidiary other Laws; (11) any Liability of the Seller under any leases, contracts, or agreements not listed on Schedules 2.1(b) and 2.1(g); (12) any Liability of the Seller in respect of Environmental Liabilities and Costs arising out of any condition existing at or prior to Closing that constitutes a violation of or gives rise to a duty to remediate under any Environmental Law that is occurring or occurred on any real property (regardless of whether the Seller has any ownership or leasehold interest in such property on the Closing Date) and without limit as to point of time, knowledge or amount (including, without limitation, any Liability or obligation to remediate any Chemical Substance, (i) generated, used, stored, disposed of or Released at any property or facility owned or leased by the Seller or its Affiliates at any time prior to the Closing Date, (ii) Released from or in connection with any Employee Plan property or facility owned or leased by the Seller or its Affiliates at any time prior to the Closing Date or (as defined iii) generated, used, stored, disposed of or Released in Section 3.17(aconnection with the Seller's past or present operations)) providing benefits to any present or former employee of CEC or any Subsidiary; (d13) any obligations or liabilities of CEC or any Subsidiary for any present or past employees, agents or independent contractors of CEC or any Subsidiary, including any workers' compensation claims and employee severance claims of CEC or any Subsidiary; (e) any obligations or liabilities with respect to the litigation, investigations and other matters set forth on Schedule 3.23; (f) any obligations or liabilities for any Taxes (as defined in Section 3.20) of CEC or any Subsidiary except with respect to any Stamp Duty due as a result Liability of the conveyance and transfer from CEC Seller for accounts payable for goods or any Subsidiary services received or delivered prior to Buyer of the VA BusinessClosing; and (g14) any obligations Liability of the Seller for any credits, or credit notes, sales returns or other similar liabilities arising out in connection with any sales of or related Products prior to the transfer of Holset SNC (France) as referenced in Section 6.1(k)Closing.

Liabilities Not Assumed. Except as set forth in Section 1.6, Buyer Purchaser shall not assume or agree to payany Liabilities of Seller other than the Assumed Liabilities, perform or discharge any obligations, liabilities, contracts or commitments of any Subsidiary or affiliate or shareholder of any Subsidiary of any kind or nature whatsoever (the "Excluded Liabilities"). Without limiting the generality of the foregoing and except as fully accrued as a liability on the Closing Balance Sheet, as finally determined in accordance with Section 1.10, Buyer nor shall not it assume or become liable to pay, perform or discharge any of the followingfollowing obligations or Liabilities (all obligations or Liabilities not assumed by Purchaser herein are collectively referred to herein as “Excluded Liabilities”), which in each case shall remain obligations and Liabilities of Seller: (a) Any Liability arising out of or as a result of any obligations legal or liabilities equitable Action or judicial or administrative proceeding initiated at any time to the extent arising out of CEC facts occurring prior to the Closing; (b) Any Liability of Seller or otherwise imposed on the Assets or with respect to the Business, in respect of any Tax, including (i) any Liability of Seller for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any Subsidiary similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise, (ii) any Transfer Taxes or Property Taxes except, in each case, to the extent specifically allocated to Purchaser pursuant to Section 5.2, and (iii) any liability of Seller for Taxes arising in connection with the consummation of the Transaction or because Seller is transferring the Assets, excluding any Transfer Taxes allocated to Purchaser pursuant to Section 5.2; (c) Any Liabilities required to have been performed or paid prior to the Closing, or related to or arising from any breach or default by Seller, whether on or before the Closing, of any Assumed Contracts, or related to or arising from any tort, infringement or violation of Laws by Seller, to the extent occurring or arising from facts occurring on or prior to the Closing; (d) Any Liability of Seller incurred in connection with or under this Agreement (including with respect to any of Seller’s representations, warranties, agreements, or covenants hereunder) relating to the negotiation, preparation, investigation and execution or performance of this Agreement and the transactions contemplated herebyherein; (e) Except as set forth in Sections 8.14 and 8.15, including, without limitation, any fees and or expenses incurred by Seller or its shareholders with respect to Seller’s or such Persons’ engagement of counsel, accountantsor any investment banker, consultantsappraiser or accounting firm engaged to perform services in connection with the Transaction; (f) Any obligations of Seller for borrowed money; (g) Any Liability of Seller not related to the Assets; (h) Any Liability relating to the Excluded Assets; (i) Any Liability or obligation of Seller or any of its Affiliates relating to any current or former employee or other service provider of Seller or any of its Affiliates, advisersor any dependent or beneficiary thereof, brokers and others including without limitation (i) any Liability arising under any Employee Benefit Plan, including any Multiemployer Plan or other Pension Plan, (ii) any Liability that constitutes a Withdrawal Liability or COBRA Liability, (iii) any Liability arising in connection with the actual or prospective employment or engagement, the retention and/or discharge by Seller or any of its Affiliates of any current or former employee or other service provider , (iv) any Liability for wages, remuneration, compensation (including any brokersbonuses due any employee arising as a result of the transactions contemplated hereby), finders benefits, severance, vacation or originators fees other paid- time-off or commissionsother accrued obligations (A) associated with any employee or other service provider of Seller or any of its Affiliates (including any Business Employee) who does not become a Transitioned Employee (or any dependent or beneficiary thereof), and (B) with respect to any Transitioned Employee, arising on or prior to the Closing Date, and (v) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation Law or under any federal or state employment discrimination Law; (bj) Any Liability of Seller related to the Assets under any product liability or similar claim for injury Environmental Law which first arose prior to person or property which arises out of or is based upon any express or implied representations, warranty, agreement or guarantee made by CEC or any Subsidiary, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure related to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by CEC or any Subsidiary actions occurring on or prior to the Closing Date; (ck) any obligations Any Liability of Seller listed as an Account Payable or liabilities debt amount owed. At the Closing Date, in conjunction with this Transaction, Seller shall warrant to purchaser that all Accounts Payable and debt amounts, as of CEC or any Subsidiary arising under or that date, are current and with a zero balance, unless excluded and agreed to in connection with any Employee Plan (as defined in Section 3.17(a)) providing benefits to any present or former employee of CEC or any Subsidiary; (d) any obligations or liabilities of CEC or any Subsidiary for any present or past employees, agents or independent contractors of CEC or any Subsidiary, including any workers' compensation claims and employee severance claims of CEC or any Subsidiary; (e) any obligations or liabilities with respect to the litigation, investigations and other matters set forth on Schedule 3.23; (f) any obligations or liabilities for any Taxes (as defined in Section 3.20) of CEC or any Subsidiary except with respect to any Stamp Duty due as a result of the conveyance and transfer from CEC or any Subsidiary to Buyer of the VA Businesswriting by Purchaser; and (gl) any obligations or liabilities arising out of or related to the transfer of Holset SNC (France) Any other Liabilities not identified as referenced Assumed Liabilities in Section 6.1(k)1.4(a) or Schedule 1.4(a) herein.

Liabilities Not Assumed. Except Notwithstanding any provision in this Agreement or the Ancillary Agreements, Buyer and its Designees shall not assume, shall not take subject to and shall not be liable for (and the Assumed Liabilities shall not include) the Liabilities as set forth below: (i) except as provided in Section 1.61.1(d)(ii), Buyer shall any Liabilities to the extent not assume incident to, or agree arising out of or incurred with respect to, the Business; (ii) except as provided in Section 1.1(d)(ii), any Liabilities directly or indirectly arising out of or relating to paythe Excluded Assets; (iii) all Liabilities resulting from any Legal Proceedings pending as of the Closing Date and any property damage, perform personal injury, death, product recall or discharge other similar Liability arising out of products manufactured or distributed prior to the Closing Date (other than such Liabilities to the extent arising out of or resulting from the shipment, storage, handling or labelling (or any obligationsacts or omissions in respect thereof) of such products by Buyer, liabilities, contracts any of its affiliates or commitments any of their direct or indirect distributors or agents after the Closing Date); (iv) any Liabilities arising out of or relating to any Environmental Laws in respect of any Subsidiary or affiliate or shareholder of any Subsidiary of any kind or nature whatsoever (the "Excluded Liabilities"). Without limiting the generality of the foregoing and except as fully accrued as a liability condition existing on the Closing Balance SheetDate that constitutes a violation of any Environmental Law or that would require under Environmental Laws any investigation, as finally determined in accordance cleanup, remediation or removal actions with Section 1.10, Buyer shall not assume respect to the presence of Hazardous Materials; (v) any Liability for which Seller or become liable any of its subsidiaries (other than the Subsidiaries) expressly has responsibility pursuant to pay, perform the terms of this Agreement or discharge any of the following:Ancillary Agreements; (avi) except as provided under Section 4.6(e) hereof, Liabilities arising under any obligations contract or liabilities of CEC agreement excluded from the Assets pursuant to Section 4.6(e) hereof until such time as such contract or agreement is deemed to be assigned to Buyer pursuant to Section 4.6(e) hereof; or (vii) except as provided under Sections 1.1(d)(i) and (ii), any Subsidiary arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement and the transactions contemplated hereby, indebtedness for borrowed money (including, without limitation, fees and expenses of counselas evidenced by bonds, accountantsnotes, consultants, advisers, brokers and others (including any brokers, finders or originators fees or commissions); (b) any product liability indentures or similar claim instruments) or for injury to person the deferred purchase price of property or property which arises out of or is based upon any express or implied representations, warranty, agreement or guarantee made by CEC or any Subsidiaryservices, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects guarantees therefor. Seller acknowledges that Buyer and its Designees are not assuming any Liabilities of any products at any time manufactured or sold or any service performed by CEC or any Subsidiary on or prior to nature other than the Closing Date; (c) any obligations or liabilities of CEC or any Subsidiary arising under or in connection with any Employee Plan (as defined in Section 3.17(a)) providing benefits to any present or former employee of CEC or any Subsidiary; (d) any obligations or liabilities of CEC or any Subsidiary for any present or past employees, agents or independent contractors of CEC or any Subsidiary, including any workers' compensation claims and employee severance claims of CEC or any Subsidiary; (e) any obligations or liabilities with respect to the litigation, investigations and other matters set forth on Schedule 3.23; (f) any obligations or liabilities for any Taxes (as defined in Section 3.20) of CEC or any Subsidiary except with respect to any Stamp Duty due as a result of the conveyance and transfer from CEC or any Subsidiary to Buyer of the VA Business; and (g) any obligations or liabilities arising out of or related to the transfer of Holset SNC (France) as referenced in Section 6.1(k)Assumed Liabilities.

Liabilities Not Assumed. Except as set forth for the liabilities and obligations specifically assumed pursuant to and identified in Section 1.61.2.2, Buyer shall PEI will not assume assume, will not take the Purchased Assets subject to and will not be liable for, any liabilities or agree to pay, perform or discharge any obligations, liabilities, contracts or commitments of any Subsidiary or affiliate or shareholder of any Subsidiary obligations of any kind or nature whatsoever nature, whether absolute, contingent, accrued, known or unknown, whenever arising, of any of the Seller Parties (the "Excluded Liabilities"). Without limiting the generality of the foregoing and except as fully accrued as a liability on the Closing Balance Sheet, as finally determined in accordance with Section 1.10, Buyer shall not assume or become liable to pay, perform or discharge any of the followingincluding: (a) any Liabilities or obligations incurred, arising from or liabilities of CEC or any Subsidiary arising or incurred out of, in connection with or as a result of claims made by or against any of the negotiationSeller Parties or against PEI or its Affiliates as successor(s) to the Business with respect to the Purchased Assets or conduct of the Business prior to the Closing Date, preparationincluding as a result of the breach of any Contract by any of the Seller Parties prior to the Closing Date or the violation by any of the Seller Parties of any applicable Law prior to the Closing Date, investigation and performance whether asserted before or after the Closing Date regardless of this Agreement and whether the transactions contemplated hereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers, brokers and others (including any brokers, finders Vivid TV Assets transfer upon the Closing or originators fees or commissions);upon the Vivid TV Closing. (b) Any liability for indebtedness for borrowed money of any product liability of the Seller Parties, except as expressly provided for in Section 1.2.2(c), including amounts owed to Hirsch and James for loans in the amount of $232,950 e▇▇▇, ▇r amo▇▇▇▇ owed to Califa in the amount of $1,100,160.. (c) Liabilities or similar claim obligations (whether assessed or unassessed) of any of the Seller Parties for injury to person or property which arises out of or is based upon any express or implied representationsTaxes, warranty, agreement or guarantee made by CEC or including any Subsidiary, or Taxes arising by reason of the improper performance transactions contemplated herein, for any period or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by CEC or any Subsidiary portion thereof ending on or prior to the Closing Date; (c) any obligations or liabilities of CEC or any Subsidiary arising under or in connection with any Employee Plan (, except as defined expressly provided for in Section 3.17(a)) providing benefits to any present or former employee of CEC or any Subsidiary;6.6. (d) Fees and expenses of any obligations or liabilities of CEC or any Subsidiary for any present or past employees, agents or independent contractors of CEC or any Subsidiary, including any workers' compensation claims and employee severance claims of CEC or any Subsidiary;the Seller Parties incurred in connection with the transactions contemplated in this Agreement. (e) Liabilities or obligations to former or current officers, directors, shareholders, employees, Affiliates or Associates of any obligations or liabilities of the Seller Parties, including any severance arrangements of employees of Califa not employed by PEI following the Closing in accordance with respect Section 7.4 and any intercompany loans not discharged prior to the litigation, investigations and other matters set forth on Schedule 3.23;Closing. (f) Liabilities or obligations of any obligations of the Seller Parties incurred in connection with or liabilities for arising out of any Taxes (real property lease, except as defined provided in Section 3.20) of CEC or any Subsidiary except with respect to any Stamp Duty due as a result of the conveyance and transfer from CEC or any Subsidiary to Buyer of the VA Business; and1.2.2(d). (g) any Liabilities or obligations or liabilities arising out of any of the Seller Parties' obligations to MediaPath LLC, a Connecticut limited liability company ("MediaPath") and/or James Cofer, an individual ("Cofer") under that certai▇ ▇▇▇▇▇▇▇▇ Agreement dated March 15, 1999 between Califa and Cofer (the "Services Agreement"), which was assigned t▇ ▇▇▇ assumed by MediaPath effective September 15, 2000, and a verbal agreement between VODI and MediaPath on substantially the same terms as provided for in the Services Agreement, except any sales bonus due to MediaPath and/or Cofer after the Closing relating to an affiliation agr▇▇▇▇▇t between Califa and Echostar. (h) Liabilities or related obligations arising out of any of the Sellers Parties' obligations to MediaPath and/or Cofer under that certain indemnification agreement bet▇▇▇▇ Califa and Cofer executed contemporaneously with the transfer execution of Holset SNC ▇▇▇ Services Agreement (Francethe "Indemnification Agreement"), and a verbal agreement between VODI and MediaPath on substantially the same terms as provided for in the Indemnification Agreement. (i) as referenced Liabilities or obligations arising out of any of the Seller Parties' obligations to any licensor under the portions of the program supply agreements listed in Section 6.1(k)Schedule 1.1.1 (the "Program Supply Agreements") retained in part by any of the Seller Parties.

Liabilities Not Assumed. Except as set forth Other than the liabilities referred to in Section 1.61.4, Buyer shall not assume or agree be deemed to pay, perform have assumed any of the liabilities or discharge any obligations, liabilities, contracts or commitments obligations of any Subsidiary or affiliate or shareholder of any Subsidiary Seller of any kind or nature whatsoever (together, the "Excluded Unassumed Liabilities"). Without limiting the generality of the foregoing and except as fully accrued as a liability on the Closing Balance Sheet, as finally determined in accordance with Section 1.10including, Buyer shall not assume or become liable to pay, perform or discharge any of the followingwithout limitation: (a) any obligations liability claims with respect to the business and affairs of Seller and the acts and omissions of its current or liabilities former stockholders, officers, directors, employees and agents, either before or after the Closing Date; (b) any obligation or liability of CEC Seller to any of the Principals or any Subsidiary arising other current or incurred in connection with the negotiationformer stockholder, preparationofficer or director of Seller; (c) any obligation or liability for federal, investigation state, local or foreign income or other taxes (including any related penalties, fines and performance interest) of this Agreement and the transactions contemplated herebySeller, including, without limitation, fees any and expenses of counsel, accountants, consultants, advisers, brokers and others (including any brokers, finders or originators fees or commissions); (b) any product liability or similar claim for injury to person or property which arises all taxes arising out of or is based upon any express or implied representations, warranty, agreement or guarantee made by CEC or any Subsidiary, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by CEC or any Subsidiary on or prior to the Closing Date; (c) any obligations or liabilities of CEC or any Subsidiary arising under or in connection with any Employee Plan (as defined in Section 3.17(a)) providing benefits to any present or former employee of CEC or any Subsidiarytransactions contemplated hereby; (d) any obligation or liability arising out of the operation of Seller's business prior to the Closing Date, including any rebates, discounts, offsets or concessions attributable to amounts invoiced to Seller's clients prior to the Closing Date, any obligations or liabilities of CEC Seller, ▇▇▇▇▇▇ or ▇▇▇▇ ▇▇▇▇▇▇▇-Tibo ("Bencini-Tibo") to Uniforce arising under the Licensing Agreements or contemplated thereby, any Subsidiary for any present obligations or past employeesliabilities of ▇▇▇▇▇▇ arising under each of the Owner's Guaranty and Assumption of Licensee's Obligations, agents dated November 27, 1989, October 24, 1991 and July 21, 1992, respectively (collectively, the "Guaranty"), from ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ("Buongermino") to Uniforce, or independent contractors of CEC or any Subsidiary, including any workers' compensation claims and employee severance claims of CEC or any Subsidiaryotherwise; (e) any obligations or liabilities with respect of SSI to Buongermino arising under the litigationStock Redemption Agreement, investigations dated as of November 23, 1993 (the "Stock Redemption Agreement"), by and other matters set forth on Schedule 3.23between Buongermino and SSI; (f) any obligations or liabilities for any Taxes (as defined in Section 3.20) of CEC Seller or any Subsidiary except with respect ▇▇▇▇▇▇ to any Stamp Duty due as a result of the conveyance and transfer from CEC or any Subsidiary to Buyer of the VA Business; andBuongermino; (g) any obligations or liabilities of Seller arising out of the Letter Agreement, dated September 24, 1996 (the "LRX Agreement"), between Seller and LRX, Inc. ("LRX"); (h) any obligation or related liability to Seller's or Uniforce's temporary, payrolled, leased or full-time employees who are providing services on behalf of Seller pursuant to the transfer Licensing Agreements for salary, wages, bonuses or other compensation or benefits, including any with respect to retirement plans, and accrued vacation, sick and holiday time and pay incurred prior to the Closing Date, including, without limitation, any liabilities of Holset SNC Seller contemplated by Section 10.2 but excluding any liabilities set forth in Schedule 1.7; (Francei) as referenced any liabilities of Seller or Uniforce with respect to any pension, retirement, savings, profit-sharing or other benefit plans; (j) any obligation or liability which is inconsistent with any representation or warranty of Seller or the Principals; (k) any liability arising out of, and any expenses relating to, any claim, action, dispute or litigation involving Seller, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇-▇▇▇▇ or Uniforce in Section 6.1(k)connection with the Licensing Agreements or the Termination Agreement; (l) any liability of Seller or Uniforce for fines, penalties, damages or other amounts payable to any government or governmental agency or instrumentality; and (m) any obligation or liability of Seller or the Principals for any expenses incurred in preparing or negotiating this Agreement or the Termination Agreement and consummating the transactions contemplated hereunder or thereunder. Seller, each Principal and Bencini-Tibo, jointly and severally, agree to discharge and indemnify, defend and hold harmless Buyer and Headway and their respective officers, directors, employees, agents and stockholders from all Unassumed Liabilities, whether or not now known, liquidated or contingent, including, without limitation, any that might otherwise be deemed to have been assumed by Buyer by virtue of its purchase of the Acquired Assets or otherwise by operation of law.

Liabilities Not Assumed. Except as set forth Anything in Section 1.6this Agreement to the contrary notwithstanding, the Buyer shall not assume or agree to payin any way be liable or responsible for, perform and the Seller shall be responsible for the payment, performance and discharge of, any liabilities or discharge any obligations, liabilities, contracts or commitments obligations of any Subsidiary or affiliate or shareholder of any Subsidiary of any kind or nature whatsoever (the "Excluded Liabilities")Seller except as specifically provided in Section 1.6. Without limiting the generality of the foregoing foregoing, and except as fully notwithstanding anything to the contrary in Section 1.6, the Buyer shall not assume, the Assumed Liabilities shall not include, and the Seller shall retain and indemnify the Buyer against, pursuant to Section 12, the following (collectively, the "EXCLUDED LIABILITIES"): (a) all liabilities, obligations and expenses relating to the Excluded Assets; (b) all liabilities, obligations and expenses of any kind in excess of that amount properly accrued as a liability on the Closing Balance Sheet, ; (c) any Taxes (as finally determined defined in Section 5.1) payable by Seller in accordance with Section 1.10, Buyer shall not assume or become liable to pay, perform or discharge any of the following:11.2; (ad) defaults by the Seller under any obligations contracts or liabilities of CEC or any Subsidiary arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement and the transactions contemplated hereby, other agreements (including, without limitation, fees Real Property Leases) (i) occurring on or before the Closing Date or (ii) caused by or arising out of the execution or performance of this Agreement or the consummation of the transactions contemplated hereby; (e) all liabilities, obligations and expenses of counsel, accountants, consultants, advisers, brokers and others any kind or nature relating to Environmental Actions (including any brokers, finders as defined in Section 17.1(f)) attributable to the ownership or originators fees operation of the Business or commissions); (b) any product liability the Assets by the Seller on or similar claim for injury prior to person the Closing Date or property which arises out of or is based upon any express or implied representations, warranty, agreement or guarantee made by CEC or any Subsidiaryto events that have occurred, or by reason of the improper performance or malfunctioning of a productconditions that existed, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by CEC or any Subsidiary on or prior to the Closing Date; (cf) all claims, liabilities and obligations, known or unknown, whether absolute, contingent or otherwise, the existence of which is a breach of any obligations representation, warranty, covenant or liabilities agreement of CEC or any Subsidiary arising under or in connection with any Employee Plan (as defined in Section 3.17(a)) providing benefits to any present or former employee of CEC or any Subsidiary; (d) any obligations or liabilities of CEC or any Subsidiary for any present or past employees, agents or independent contractors of CEC or any Subsidiary, including any workers' compensation claims and employee severance claims of CEC or any Subsidiary; (e) any obligations or liabilities with respect to the litigation, investigations and other matters Seller set forth on Schedule 3.23in this Agreement; (f) any obligations or liabilities for any Taxes (as defined in Section 3.20) of CEC or any Subsidiary except with respect to any Stamp Duty due as a result of the conveyance and transfer from CEC or any Subsidiary to Buyer of the VA Business; and (g) any all accrued interest on the Promissory Note as of the Closing Date; (h) all obligations or liabilities arising out of or related the Seller pursuant to the transfer of Holset SNC (France) as referenced in Section 6.1(k).3.1

Liabilities Not Assumed. Except as set forth in Section 1.6, Buyer Purchaser shall not assume or agree to payany Liabilities of Seller other than the Assumed Liabilities, perform or discharge any obligations, liabilities, contracts or commitments of any Subsidiary or affiliate or shareholder of any Subsidiary of any kind or nature whatsoever (the "Excluded Liabilities"). Without limiting the generality of the foregoing and except as fully accrued as a liability on the Closing Balance Sheet, as finally determined in accordance with Section 1.10, Buyer nor shall not it assume or become liable to pay, perform or discharge any of the followingfollowing obligations or Liabilities (all obligations or Liabilities not assumed by Purchaser herein are collectively referred to herein as “Excluded Liabilities”), which in each case shall remain obligations and Liabilities of Seller: (a) Any Liability arising out of or as a result of any obligations legal or liabilities equitable Action or judicial or administrative proceeding initiated at any time to the extent arising out of CEC facts occurring prior to the Closing; (b) Any Liability of Seller or otherwise imposed on the Assets or with respect to the Business, in respect of any Tax, including (i) any Liability of Seller for the Taxes of any other Person under Treasury Regulation Section 1.1502-6 (or any Subsidiary similar provision of state, local or foreign Law), as a transferee or successor, by contract or otherwise, (ii) any Transfer Taxes or Property Taxes except, in each case, to the extent specifically allocated to Purchaser pursuant to Section 5.2, and (iii) any liability of Seller for Taxes arising in connection with the consummation of the Transaction or because Seller is transferring the Assets, excluding any Transfer Taxes allocated to Purchaser pursuant to Section 5.2; (c) Any Liabilities required to have been performed or paid prior to the Closing, or related to or arising from any breach or default by Seller, whether on or before the Closing, of any Assumed Contracts, or related to or arising from any tort, infringement or violation of Laws by Seller, to the extent occurring or arising from facts occurring on or prior to the Closing; (d) Any Liability of Seller incurred in connection with or under this Agreement (including with respect to any of Seller’s representations, warranties, agreements, or covenants hereunder) relating to the negotiation, preparation, investigation and execution or performance of this Agreement and the transactions contemplated herebyherein; (e) Except as set forth in Sections 8.14 and 8.15, including, without limitation, any fees and or expenses incurred by Seller or its shareholders with respect to Seller’s or such Persons’ engagement of counsel, accountantsor any investment banker, consultantsappraiser or accounting firm engaged to perform services in connection with the Transaction; (f) Any obligations of Seller for borrowed money; (g) Any Liability of Seller not related to the Assets; (h) Any Liability relating to the Excluded Assets; (i) Any Liability or obligation of Seller or any of its Affiliates relating to any current or former employee or other service provider of Seller or any of its Affiliates, advisersor any dependent or beneficiary thereof, brokers and others including without limitation (i) any Liability arising under any Employee Benefit Plan, including any Multiemployer Plan or other Pension Plan, (ii) any Liability that constitutes a Withdrawal Liability or COBRA Liability, (iii) any Liability arising in connection with the actual or prospective employment or engagement, the retention and/or discharge by Seller or any of its Affiliates of any current or former employee or other service provider , (iv) any Liability for wages, remuneration, compensation (including any brokersbonuses due any employee arising as a result of the transactions contemplated hereby), finders benefits, severance, vacation or originators fees other paid-time-off or commissionsother accrued obligations (A) associated with any employee or other service provider of Seller or any of its Affiliates (including any Business Employee) who does not become a Transitioned Employee (or any dependent or beneficiary thereof), and (B) with respect to any Transitioned Employee, arising on or prior to the Closing Date, and (v) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation Law or under any federal or state employment discrimination Law; (bj) Any Liability of Seller related to the Assets under any Environmental Law which first arose prior to or is related to actions occurring on or prior to the Closing Date; (k) Any Liability of Seller listed as an Account Payable or debt amount owed. At the Closing Date, in conjunction with this Transaction, Seller shall warrant to Purchaser that all Accounts Payable and debt amounts, as of that date, are current and with a zero balance, unless excluded and agreed to in writing by Purchaser; (l) Any other Liabilities specifically not agreed to in writing herein; (m) customer returns for sales made by Seller within thirty days prior to the Closing Date, where such sales are returned within thirty days after the Closing Date; (n) any product liability or similar claim for injury to person persons or property, regardless of when made or asserted, which arises out of or is based upon any express or implied representation, warranty or agreement made by the Seller or its agents, or which is imposed by operation of law or otherwise, in connection with any sales performed by or on behalf of the Seller on or prior to the Closing Date; and (o) any liability arising out of or in connection with litigation or other legal proceedings, claims or investigations related to the Seller or the Business and its operations, regardless of when made or asserted, including, without limitation, contract, tort, intellectual property, infringement or misappropriation, crime, fraudulent conveyance, workers’ compensation, product liability or similar claim for injury to persons or property which arises out of or is based upon any express or implied representations, warranty, representation or agreement of the Seller or guarantee made by CEC its employees or any Subsidiaryagents, or which is imposed by reason of the improper performance law or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by CEC or any Subsidiary otherwise occurring on or prior to the Closing Date; (c) any obligations or liabilities of CEC or any Subsidiary arising under or in connection with any Employee Plan (as defined in Section 3.17(a)) providing benefits to any present or former employee of CEC or any Subsidiary; (d) any obligations or liabilities of CEC or any Subsidiary for any present or past employees, agents or independent contractors of CEC or any Subsidiary, including any workers' compensation claims and employee severance claims of CEC or any Subsidiary; (e) any obligations or liabilities with respect to the litigation, investigations and other matters set forth on Schedule 3.23; (f) any obligations or liabilities for any Taxes (as defined in Section 3.20) of CEC or any Subsidiary except with respect to any Stamp Duty due as a result of the conveyance and transfer from CEC or any Subsidiary to Buyer of the VA Business; and (g) any obligations or liabilities arising out of or related to the transfer of Holset SNC (France) as referenced in Section 6.1(k).

Liabilities Not Assumed. Except as expressly set forth in this Agreement, the Buyer will not assume or perform any Liabilities or obligations not specifically contemplated by Section 2.3 hereof nor any of the following Liabilities and obligations (whether or not contemplated by Section 2.3 unless specifically contemplated by this Section 2.4): (a) any Liability or obligation of any of the Sellers for Taxes of any Person attributable to any taxable period or activities or events that occurred prior to the Closing Date regardless of whether reserved on the Financial Statements; (b) any Liability of any of the Sellers for the unpaid Taxes of any Person prior to the Closing Date or as a consequence of the Closing, including Taxes imposed on any of the Sellers as a transferee or successor, by contract, or otherwise; (c) any Liability or obligation of any of the Sellers to indemnify any Person (including any of the Sellers) by reason of the fact that such Person was a director, officer, employee, or agent of any of the Sellers or was serving at the request of such entity as a partner, trustee, director, officer, employee, or agent of another entity; (d) any Liability or obligation of any of the Sellers as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time caused by any action that occurred or condition that existed prior to the Closing Date and in respect of anything done, suffered to be done or omitted to be done by such Seller or any of their directors, officers, employees or agents except as set forth in Section 1.6, Buyer shall not assume or agree to pay, perform or discharge 2.3(e); (e) any obligations, liabilities, contracts or commitments Liability of any Subsidiary or affiliate or shareholder of any Subsidiary of any kind or nature whatsoever (the "Excluded Liabilities"). Without limiting the generality of the foregoing and except as fully accrued as a liability on the Closing Balance Sheet, as finally determined in accordance with Section 1.10, Buyer shall not assume or become liable to pay, perform or discharge any of the following: (a) any obligations or liabilities of CEC or any Subsidiary arising or Sellers for costs and expenses incurred in connection with the negotiation, preparation, investigation and performance of this Agreement and the transactions contemplated hereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers, brokers and others (including any brokers, finders or originators fees or commissions); (b) any product liability or similar claim for injury to person or property which arises out of or is based upon any express or implied representations, warranty, agreement or guarantee made by CEC or any Subsidiary, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by CEC or any Subsidiary on or prior to the Closing Date; (c) any obligations or liabilities of CEC or any Subsidiary arising under or in connection with any Employee Plan (as defined in Section 3.17(a)) providing benefits to any present or former employee of CEC or any Subsidiary; (d) any obligations or liabilities of CEC or any Subsidiary for any present or past employees, agents or independent contractors of CEC or any Subsidiary, including any workers' compensation claims and employee severance claims of CEC or any Subsidiary; (e) any obligations or liabilities with respect to the litigation, investigations and other matters set forth on Schedule 3.23; (f) any obligations Liability or liabilities obligation of any of the Sellers under this Agreement (or under any side agreement between any of the Sellers on the one hand and the Buyer on the other hand) entered into on or after the date of this Agreement; (g) any Liability or obligation of any of the Sellers incurred in connection with the making or performance of this Agreement; (h) any Liability or obligation for products manufactured or sold (or, in the case of warranty obligations, for products sold prior to Closing) or services rendered by the ENBU prior to the Closing Date (i) except (A) to the extent described on Schedule 2.3(e) and (B) any Taxes Liability for product warranty repair and replacement (as defined described in Section 3.205.11) to the extent of CEC the reserve as set forth in the Most Recent Balance Sheet and in Section 2.3(b) above, and (ii) including, without limitation, any Liability relating to the pending dispute between the Sellers and Willemijn Houdstermaatschappiuj BV regarding the Soderblom Patent (U.S. Patent No. Re. 31,852) and related contractual Liabilities except as described on Schedule 2.3(e); (i) any Liability or obligation of any of the Sellers arising out of any Employee Benefit Plan established or maintained by any of the Sellers for the benefit of past or present employees of ENBU or to which the ENBU contributes or any Subsidiary except with respect liability or the termination of any such plan; (j) any Liability or obligation of any of the Sellers for making payments or providing benefits of any kind to any Stamp Duty due its employees or former employees (including, without limitation, (A) as a result of the conveyance and transfer from CEC or any Subsidiary to Buyer sale of the VA Business; andAcquired Assets or as a result of the termination by any of the Sellers of any employees, (B) any Liability or obligation arising out of, or relating to, the Worker Adjustment and Retaining Act of 1988, (C) any obligation to provide former employees (including individuals who become former employees by reason of the consummation of the transactions contemplated by this Agreement) so-called COBRA continuation coverage, (D) any Liability or obligation in respect of medical and other benefits for existing and future retirees and for claims made after Closing in respect of costs and expenses incurred prior to Closing, (E) any Liability or obligation in respect of work-related employee injuries or worker's compensation claims (F) any Liability of Sellers pursuant to Section 5.7 hereof (G) any Liability or obligation in respect of the Sellers' 401(k) savings plan, except as set forth in Section 5.7, and (H) any Liability or obligation in respect of employee bonuses); (gk) any obligations Liability pertaining to the ENBU or liabilities its business and arising out of or related resulting from noncompliance prior to the transfer Closing Date with any national, regional or local laws, statutes, ordinances, rules, regulations, orders, determinations, judgments, or directives, whether legislatively, judicially or administratively promulgated (including, without limitation, any Environmental Liabilities and Costs whether or not arising out of Holset SNC or resulting from Sellers' noncompliance with Environmental Laws); (Francel) any Liability or obligation of any of the Sellers under any leases, contracts, or agreements not listed on Schedules 2.1(b) and 2.1(e); (m) any Liability or obligation of any of the Sellers in respect of Environmental Liabilities and Costs arising out of any condition existing at or prior to Closing which constitutes a violation of or gives rise to a duty to remediate under any Environmental Law which is occurring or occurred on either (A) property which is not owned or leased by any of the Sellers on the Closing Date or (B) property which is owned or leased by any of the Sellers on the Closing Date, in both cases without limit as referenced to point of time, knowledge or amount (including, without limitation, any Liability or obligation to remediate any Chemical Substance, (i) generated, used, stored, disposed of or Released (specifically including naphtha) at any property or facility owned or leased by the Sellers or their Affiliates at any time prior to the Closing Date, (ii) Released from or in Section 6.1(kconnection with any underground or above-ground storage tank maintained at any property or facility owned or leased by any of the Sellers or its Affiliates at any time prior to the Closing Date or (iii) generated, used, stored, disposed of or Released in connection with the ENBU's past or present operations).;

Liabilities Not Assumed. Except as set forth in Section 1.6(a) With the exception of the Assumed Liabilities, Buyer Buyers shall not not, by the execution and performance of this Agreement, or otherwise, assume or agree to payotherwise be responsible for any liability or obligation of Seller, perform Parent or discharge any obligationsof3 their Affiliates, liabilities, contracts or commitments of any Subsidiary nature or affiliate kind, or shareholder claims of such liability or obligation, matured or unmatured, liquidated or unliquidated, fixed or contingent, or known or unknown, including any Subsidiary liability or obligation of Seller, Parent or any kind of their Affiliates: (i) Relating to, resulting from or nature whatsoever arising out of (A) the "operation or ownership of the Transferred Business and the Purchased Assets on or prior to the Closing Date, (B) the operation or ownership of the Excluded Liabilities"). Without Business and the other Excluded Assets, (C) without limiting the generality applicability of indemnification by Buyers under Sections 8.3(d) or 8.3(e), any claim for fraud, recklessness, negligence, breach of duty or other tortious act of Seller, whether or not covered by insurance, (D) Seller's performance or failure to perform its obligations as custodian under the Custodial Agreements or arising out of or in connection with any violation by Seller of the foregoing and except Applicable Requirements, (E) any Action against Seller that arose out of or relates to actions or omissions of Seller in its capacity as fully accrued custodian under the Custodial Agreements during the period Seller acted as a liability on custodian, or (D) any former operation of Seller or Parent that has been discontinued or disposed of prior to the Closing Balance Sheet, Closing; (ii) For any Indebtedness of Seller (unless specifically included in current liabilities taken into account in the determination of Net Working Capital as finally determined in accordance with pursuant to Section 1.10, Buyer shall not assume or become liable to pay, perform or discharge any of the following:3.5); (aiii) For any Taxes (unless specifically included in current liabilities taken into account in the determination of Net Working Capital as finally determined pursuant to Section 3.5); (iv) To any current or former shareholder, director, consultant, employee or Affiliate of Seller or Parent; (v) Relating to, resulting from or arising under any Seller Benefit Plan or ERISA Affiliate Plan, including any severance, retention or termination payments, any pension obligations and any COBRA obligations (whether or liabilities not triggered by the transactions contemplated by this Agreement); and (vi) Any fees and expenses of CEC counsel, accountants, brokers, financial advisors or any Subsidiary arising other experts of Seller or Parent incurred in connection with the negotiation, preparation, investigation preparation and performance execution of this Agreement and the transactions contemplated hereby, including, without limitation, fees . All such liabilities and expenses of counsel, accountants, consultants, advisers, brokers and others (including any brokers, finders or originators fees or commissions);obligations other than the Assumed Liabilities are referred to herein as the "Retained Liabilities." (b) any product liability Seller shall pay or similar claim for injury to person or property which arises out of or is based upon any express or implied representationsotherwise satisfy in full, warrantypromptly when due, agreement or guarantee made by CEC or any Subsidiary, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by CEC or any Subsidiary on or prior to the Closing Date;all Retained Liabilities. (c) In the case of any obligations or liabilities of CEC or any Subsidiary arising under or in connection with any Employee Plan (as defined in Section 3.17(a)) providing benefits to any present or former employee of CEC or any Subsidiary; (d) any obligations or liabilities of CEC or any Subsidiary for any present or past employees, agents or independent contractors of CEC or any Subsidiary, including any workers' compensation claims and employee severance claims of CEC or any Subsidiary; (e) any obligations or liabilities Taxes with respect to the litigationPurchased Assets that are imposed on a periodic basis over a Straddle Tax Period, investigations and other matters set forth on Schedule 3.23; (f) any obligations or liabilities for any Taxes (as defined in Section 3.20) the portion of CEC or any Subsidiary except with respect such Tax that relates to any Stamp Duty due as a result the portion of the conveyance period up to and transfer from CEC or any Subsidiary including the Closing Date shall be deemed to Buyer be the amount of such Tax for the VA Business; and entire Straddle Tax Period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on (gand including) any obligations or liabilities arising out the Closing Date and the denominator of or related to which is the transfer number of Holset SNC (France) as referenced days in Section 6.1(k)the entire Straddle Tax Period.

Liabilities Not Assumed. Except as set forth in Section 1.6, Buyer shall not assume or agree to pay, perform or discharge any obligations, liabilities, contracts or commitments of any Subsidiary or affiliate or shareholder of any Subsidiary of any kind or nature whatsoever (the "Excluded Liabilities"). Without limiting the generality of the foregoing and except as fully accrued as a liability on the Closing Balance Sheet, as finally determined in accordance with Section 1.10, Buyer shall not assume or become liable to pay, perform or discharge otherwise be responsible for any of the following: (a) Excluded Liabilities. The Excluded Liabilities shall be retained by and shall remain the sole responsibility of VBF and/or SIGO, and VBF and/or SIGO shall pay, perform, and discharge the Excluded Liabilities as and when due. “Excluded Liabilities” shall mean every Liability of VBF and/or SIGO other than the Assumed Liabilities, including: • any obligations Liability relating to, based in whole or liabilities of CEC in part on events or any Subsidiary arising conditions occurring or incurred existing in connection with the negotiation, preparation, investigation and performance of this Agreement and the transactions contemplated hereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers, brokers and others (including any brokers, finders or originators fees or commissions); (b) any product liability or similar claim for injury to person or property which arises out of or is based upon any express or implied representations, warranty, agreement or guarantee made by CEC or any Subsidiarywith, or by reason of arising out of, the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by CEC or any Subsidiary on or Business as operated prior to the Closing Date; , or the ownership, possession, use, operation or sale or other disposition prior to the Closing Date of any Acquired Assets (c) any obligations or liabilities of CEC or any Subsidiary other assets, properties, rights, or interests associated, at any time prior to the Closing Date, with the Business); • any Liability under the Assumed Contracts to the extent arising under from any indemnification obligation, breach, default, misconduct, negligence, or other form of noncompliance by VBF and/or SIGO thereunder prior to the Closing Date; • any Liability arising from any Contract of VBF and/or SIGO (other than the Assumed Contracts, prior to the Closing Date subject to the limitations set forth herein), including the Excluded Contracts; • any Liability related to any Claim based in whole or in part on events or conditions occurring or existing in connection with, or arising out of, or otherwise relating to, the Business as operated by VBF, SIGO or any of their respective Affiliates (or any of their respective predecessors-in-interest) prior to the Closing Date, or the ownership, possession, use, operation, sale or other disposition prior to the Closing Date of any of the Acquired Assets (or any other assets, properties, rights or interests associated, at any time prior to the Closing Date, with the Business); • except for the executive employment agreement with Livacich included in Schedule 1.1(a), any Liability with respect to any Employee Plan or any Employee Benefit Arrangement of VBF (as defined in Section 3.17(a)) providing including under any employment, severance, deferred compensation, retention, or termination agreement with any employee of VBF and/or SIGO or relating to employee payroll, vacation, sick leave, workers compensation or unemployment benefits accrued through the Closing Date or thereafter; • any Liability arising out of or relating to any present employment-related claim or grievance of any current or former employee of CEC or any Subsidiary; (d) any obligations or liabilities of CEC or any Subsidiary for any present or past employees, agents or independent contractors of CEC or any Subsidiary, including any workers' compensation claims and employee severance claims of CEC or any Subsidiary; (e) any obligations or liabilities with respect to the litigation, investigations and other matters set forth on Schedule 3.23; (f) any obligations or liabilities for any Taxes (as defined in Section 3.20) of CEC or any Subsidiary except with respect to any Stamp Duty due as a result of the conveyance and transfer from CEC or any Subsidiary to Buyer of the VA Business; and (g) any obligations or liabilities VBF and/or SIGO arising out of or related relating to events occurring prior to the transfer Closing Date; • any Liability of Holset SNC VBF and/or SIGO to any stockholder or other equity holder or former stockholder or other former equity holder of VBF and/or SIGO prior to the Closing Date; • any Liability of VBF and/or SIGO for Taxes prior to the Closing Date; • any Liability arising from any failure by VBF and/or SIGO to comply with any applicable Law or Order prior to the Closing Date; • any Indebtedness of VBF and/or SIGO (France) other than Assumed Liabilities as referenced provided herein), including amounts owed to Affiliates of VBF and/or SIGO prior to the Closing Date; • any Liability relating to litigation of or involving VBF and/or SIGO or otherwise affecting any of their respective assets prior to the Closing Date; • any Liability of VBF and/or SIGO under this Agreement or any other Transaction Document prior to the Closing Date; • any Liability of VBF and/or SIGO arising in Section 6.1(k)connection with the consummation of the Transactions prior to the Closing Date; • any Liability of VBF and/or SIGO to the extent relating to any property or facility presently or formerly owned, operated, leased, or used by VBF and/or SIGO or their corporate predecessors, including any such Liability arising under or relating to Environmental, Health and Safety Laws prior to the Closing Date; and • any other Liability relating to the Excluded Assets.

Liabilities Not Assumed. Except Notwithstanding any provision in this Agreement or the Ancillary Agreements, Buyer and its Designees shall not assume, shall not take subject to and shall not be liable for (and the Assumed Liabilities shall not include) the Liabilities as set forth below: (i) except as provided in Section 1.61.1(d)(ii), Buyer shall any Liabilities to the extent not assume incident to, or agree arising out of or incurred with respect to, the Business; (ii) except as provided in Section 1.1(d)(ii), any Liabilities directly or indirectly arising out of or relating to paythe Excluded Assets; (iii) all Liabilities resulting from any Legal Proceedings pending as of the Closing Date and any property damage, perform personal injury, death, product recall or discharge other similar Liability arising out of products manufactured or distributed prior to the Closing Date (other than such Liabilities to the extent arising out of or resulting from the shipment, storage, handling or labelling (or any obligationsacts or omissions in respect thereof) of such products by Buyer, liabilities, contracts any of its affiliates or commitments any of their direct or indirect distributors or agents after the Closing Date); (iv) any Liabilities arising out of or relating to any Environmental Laws in respect of any Subsidiary or affiliate or shareholder of any Subsidiary of any kind or nature whatsoever (the "Excluded Liabilities"). Without limiting the generality of the foregoing and except as fully accrued as a liability condition existing on the Closing Balance SheetDate that constitutes a violation of any Environmental Law or that would require under Environmental Laws any investigation, as finally determined in accordance cleanup, remediation or removal actions with Section 1.10, Buyer shall not assume respect to the presence of Hazardous Materials; (v) any Liability for which Seller or become liable any of its subsidiaries (other than the Subsidiaries) expressly has responsibility pursuant to pay, perform the terms of this Agreement or discharge any of the following: Ancillary Agreements; (avi) except as provided under Section 4.6(e) hereof, Liabilities arising under any obligations contract or liabilities of CEC agreement excluded from the Assets pursuant to Section 4.6(e) hereof until such time as such contract or agreement is deemed to be assigned to Buyer pursuant to Section 4.6(e) hereof; or (vii) except as provided under Sections 1.1(d)(i) and (ii), any Subsidiary arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement and the transactions contemplated hereby, indebtedness for borrowed money (including, without limitation, fees and expenses of counselas evidenced by bonds, accountantsnotes, consultants, advisers, brokers and others (including any brokers, finders or originators fees or commissions); (b) any product liability indentures or similar claim instruments) or for injury to person the deferred purchase price of property or property which arises out of or is based upon any express or implied representations, warranty, agreement or guarantee made by CEC or any Subsidiaryservices, or by reason of the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by CEC or any Subsidiary on or prior to the Closing Date; (c) any obligations or liabilities of CEC or any Subsidiary arising under or in connection with any Employee Plan (as defined in Section 3.17(a)) providing benefits to any present or former employee of CEC or any Subsidiary; (d) any obligations or liabilities of CEC or any Subsidiary for any present or past employees, agents or independent contractors of CEC or any Subsidiary, including any workers' compensation claims and employee severance claims of CEC or any Subsidiary; (e) any obligations or liabilities with respect to the litigation, investigations and other matters set forth on Schedule 3.23; (f) any obligations or liabilities for any Taxes (as defined in Section 3.20) of CEC or any Subsidiary except with respect to any Stamp Duty due as a result of the conveyance and transfer from CEC or any Subsidiary to Buyer of the VA Business; and (g) any obligations or liabilities arising out of or related to the transfer of Holset SNC (France) as referenced in Section 6.1(k)guarantees therefor.

Liabilities Not Assumed. Except as set forth Notwithstanding anything to the contrary in Section 1.6this Agreement, Buyer LLC 2 shall not assume or agree to payin any way become liable for any of Contributor’s debts, perform liabilities or discharge any obligations, liabilities, contracts or commitments obligations of any Subsidiary or affiliate or shareholder of any Subsidiary of any kind or nature whatsoever (other than the "Assumed Liabilities), whether accrued, absolute, contingent or otherwise, whether known or unknown, whether due or to become due, whether related to the Business or the LLC 2 Acquired Assets and whether disclosed on the Schedules attached hereto, and regardless of when or by whom asserted, including without limitation clauses (i) through (xvi)below (collectively referred to herein as the “Excluded Liabilities"). Without limiting the generality of the foregoing and except as fully accrued as a liability on the Closing Balance Sheet, as finally determined in accordance with Section 1.10, Buyer shall not assume or become liable to pay, perform or discharge ”): (i) any of Contributor’s liabilities or obligations under this Agreement, the following: (a) Schedules attached hereto and any obligations or liabilities of CEC or any Subsidiary arising or incurred other agreements entered into by Contributor in connection with the transactions contemplated by this Agreement; (ii) except as provided in Section 7.11, any of Contributor’s liabilities or obligations for expenses, fees or Taxes incident to or arising out of the negotiation, preparation, investigation and performance approval or authorization of this Agreement and or the consummation (or preparation for the consummation) of the transactions contemplated herebyhereby (including all attorneys’ and accountants’ fees, brokerage fees and transfer Taxes); (iii) except as provided in Section 7.11, any liability or obligation of Contributor for Taxes for any period; (iv) except as specifically set forth in Section 2.2(a)(i), any liability or obligation under or with respect to any Contributor Employee Benefit Plan or any other employee benefit plan, program, policy or arrangement presently or formerly maintained or contributed to by Contributor or its Affiliates, or with respect to which Contributor or any such Affiliate has any liability, including, without limitation, fees (yy) any liabilities under any Contributor Employee Benefit Plan that is a “defined benefit plan” (as defined in Section 3(35) of ERISA) or is otherwise a pension plan or (zz) any liabilities relating to medical or dental claims incurred by any current or former employee of the Business prior to the Closing Date under Contributor’s medical and expenses of counsel, accountants, consultants, advisers, brokers dental plans (other than Contributor’s liability with respect to retiree medical and others (including any brokers, finders or originators fees or commissionslife insurance claims specifically assumed by LLC 2 in Section 2.2(a)(i)); (bv) except as specifically set forth in Section 2.2(a)(iii), any product liability or similar claim obligation with respect to any products or services that were sold prior to the Closing, including product liability, infringement claims and any related claims and litigation arising prior to, on or after the Closing Date; (vi) except as specifically set forth in Sections 2.2(a)(i) and 2.2(a)(vii), any of Contributor’s liabilities or obligations for injury to person or property which arises out of or is based upon any express or implied representationsvacation pay, warrantysick pay, agreement or guarantee made by CEC or any Subsidiaryholiday pay, or by reason of the improper performance or malfunctioning of a productsalary, improper design or manufacturewages, failure to adequately packagebonuses, label or warn of hazards severance or other related product defects payments or liabilities of any products at kind to any time manufactured Business Employees or sold former employee of Contributor; (vii) except as provided in Section 2.2(a)(iv), any liability or any service performed by CEC obligation relating to workers’ compensation claims which were filed or any Subsidiary presented on or before the Closing Date or which are filed or presented after the Closing Date but relate to claims, occurrences and/or injuries first arising on or prior to the Closing Date; (cviii) any of Contributor’s liabilities or obligations (A) arising by reason of any violation or liabilities alleged violation of CEC any federal, state, local or foreign law or any Subsidiary requirement of any governmental authority, or (B) arising by reason of any breach or alleged breach by Contributor of any agreement, contract, lease, license, commitment, instrument, judgment, order or decree; (ix) any liabilities or obligations arising under any Environmental and Safety Requirements to the extent relating to facts, events or conditions occurring or in existence with respect to the Business, the LLC 2 Acquired Assets or the Company Acquired Assets, the Contributor or any current or former owned or leased properties on or prior to the Closing Date; (x) except as specifically set forth in Section 2.2(a)(iii), any of Contributor’s liabilities or obligations relating to any legal action, proceeding or claim (including labor grievances) arising out of or in connection with any Employee Plan (as defined in Section 3.17(a)) providing benefits to any present or former employee Contributor’s conduct of CEC the Business or any Subsidiaryother conduct of Contributor, Contributor’s officers, directors, employees, consultants, agents or advisors on or prior to the Closing Date; (dxi) any obligations or liabilities of CEC except for capital leases assumed by the Company or any Subsidiary of its subsidiaries, any of Contributor’s liabilities or obligations for any present or past employees, agents or independent contractors of CEC or any Subsidiary, including any workers' compensation claims and employee severance claims of CEC or any SubsidiaryIndebtedness; (exii) any liabilities or obligations primarily related to any of the LLC 2 Excluded Assets (including under any contracts, leases, commitments or understandings related thereto); (xiii) any of Contributor’s liabilities with respect or obligations of Contributor or Parent relating to the litigationhistorical, investigations and actual, in-process, or contemplated or other matters future closure, downsizing, restructuring or combining of Contributor’s facilities including without limitation any such liabilities or obligations set forth on Schedule 3.23Contributor’s books and records; (fxiv) except as specifically set forth in Section 2.2(a)(i) and Section 2.2(a)(vi), any of Contributor’s liabilities or obligations under contracts, leases, commitments or understandings (including without limitation any liabilities or obligations under any collective bargaining agreement and any employment agreement); (xv) any of Contributor’s liabilities or obligations or liabilities for any Taxes (as defined in Section 3.20) of CEC which LLC 2, the Company or any Subsidiary except with respect to any Stamp Duty due of their Affiliates may become liable for as a result of or in connection with the conveyance and transfer from CEC failure by the LLC 2 or the Company or Contributor to comply with any Subsidiary bulk sales or bulk transfers laws or as a result of any “defacto merger” or “successor-in-interest” theories of liability relating to Buyer of facts, events or conditions occurring or in existence on or prior to the VA BusinessClosing Date; and (gxvi) any obligations or liabilities arising out of or related to the transfer of Holset SNC (France) except as referenced provided in Section 6.1(k)7.11, any other liabilities or obligations of Contributor not expressly assumed by the Company pursuant to Section 2.2(a) above.

Liabilities Not Assumed. Except as set forth in Section 1.6Any provision of this Agreement to the contrary notwithstanding (and without implication that PCC or the Designated Affiliate, Buyer shall if applicable, is assuming any liability not assume or agree to payexpressly excluded and, perform or discharge any obligationswhere applicable, liabilities, contracts or commitments of any Subsidiary or affiliate or shareholder of any Subsidiary of any kind or nature whatsoever (the "Excluded Liabilities"). Without limiting the generality of the foregoing and except as fully accrued as a liability on the Closing Balance Sheet, as finally determined in accordance with Section 1.10, Buyer shall not assume or become liable to pay, perform or discharge without implication that any of the followingfollowing have been included in the liabilities described in Section 2.5), except for the liabilities described in Section 2.5, neither PCC nor the Designated Affiliate shall assume by virtue of this Agreement or the transactions contemplated hereby, and neither PCC nor the Designated Affiliate shall have any liability for, any obligations or liabilities of Travel of any kind, character, or description whatsoever, including any of the following liabilities: (a) any obligations of LCI or liabilities of CEC or any Subsidiary arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement and the transactions contemplated hereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers, brokers and others (including any brokers, finders or originators fees or commissions)Travel hereunder; (b) any product liability or similar claim for injury liabilities relating to person or property which arises out any of or is based upon any express or implied representationsthe Excluded Assets, warranty, agreement or guarantee made by CEC or any Subsidiary, obligations or by reason of liabilities under any Contract not included in the improper performance or malfunctioning of a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by CEC or any Subsidiary on or prior to the Closing DateAssumed Contracts; (c) any obligations or liabilities under the Assumed Contracts relating to the period prior to the Effective Time except to the extent that PCC received a credit under Section 2.4(a) as a result of CEC the proration of such obligations or any Subsidiary arising under or in connection with any Employee Plan (as defined in Section 3.17(a)) providing benefits to any present or former employee of CEC or any Subsidiaryliabilities; (d) any obligations liability arising from, or liabilities in connection with, the conduct of CEC the business and operations of the Channel or any Subsidiary for any present or past employees, agents or independent contractors of CEC or any Subsidiary, including any workers' compensation claims and employee severance claims of CEC or any Subsidiarythe Assets prior to the Closing; (e) any obligations intercompany liabilities or any liabilities with respect by Travel to any of its shareholders, directors, or officers or Affiliates, or to any shareholders, directors, or officers of any of its Affiliates, or any liabilities relating to the litigation, investigations and other matters set forth on Schedule 3.23capital stock of Travel; (f) any obligations liabilities to or liabilities for any Taxes (as defined in Section 3.20) of CEC or any Subsidiary except with respect to Travel's employees, whether or not any Stamp Duty due as a result of such employee is offered employment by PCC or the conveyance Designated Affiliate, if applicable, at or after the Closing, relating in any way to such employee's employment with Travel prior to the Closing (including deferred compensation liabilities and transfer from CEC obligations for severance benefits, vacation time, or any Subsidiary to Buyer of sick leave accrued prior the VA Business; andClosing); (g) any obligations liability in respect of any past, present, or liabilities future litigation, action, suit, proceeding, or arbitration arising out of or related relating to the transfer ownership or operation of Holset SNC the Assets or the business and operations of the Channel prior to the Closing (Francewhether asserted, accrued, or commenced before or after the Closing); (h) as referenced in any liabilities with respect to or arising from indebtedness for borrowed money incurred or accrued before the Closing; and (i) any liabilities of Travel for Taxes, including Taxes arising from the business and operations of the Channel prior to the Effective Time, other than real and personal property taxes and assessments levied against the Assets for which PCC received a credit under Section 6.1(k2.4(a).