Common use of Liabilities Not Assumed Clause in Contracts

Liabilities Not Assumed. Other than the Assumed Liabilities ----------------------- referred to in the foregoing Section 1.6, Buyer shall not assume or be deemed to have assumed any of the liabilities or obligations of Seller (the "Unassumed Liabilities"), including, without limitation: (a) any public or other liability claims with respect to the Business and affairs of Seller, and the acts and omission of its officers, directors, employees, and agents either before or after the Closing Date ; (b) any obligation or liability of Seller to the Stockholder or any other officer or director of Seller; (c) any obligation or liability for Federal, State, local, foreign income or other taxes; (d) any obligation or liability arising out of or relating, directly or indirectly, to the operation of the 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; (e) any obligation or liability to Seller's employees for salary, wages or other compensation or benefits including, but not limited to, vacation, sick and holiday time and pay; (f) any obligation or liability (including, but not limited to, any liability with respect to the Consolidated Omnibus Reconciliation Act of 1985, as amended, or state continuation coverage law) with respect to any pension, retirement, 401(k), savings, profit sharing or other Employee Benefit Plan (as defined in Section 2.12), including, but not limited to, any Employee Benefit Plan of the Seller or a member of the Controlled Group of Corporations (as defined in Section 2.12) or any "multiemployer plan" as such term is defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended; (g) any liability arising out of, and any expenses relating to, any claim, action, dispute, or litigation involving the operation of the Business before the Closing Date; (i) any obligation or liability of Seller or the Stockholder for the expenses incurred in preparing or negotiating this Agreement and consummating the transactions contemplated hereunder. Seller, and Stockholder, jointly and severally, agree to discharge and indemnify, defend and hold Buyer and their respective affiliates, officers, directors, employees, agents, and stockholders harmless from all Unassumed Liabilities (including reasonable attorneys' fees), whether or not known, liquidated or contingent.

Liabilities Not Assumed. Other than Notwithstanding anything in this ------------------------ Agreement to the Assumed Liabilities ----------------------- referred to in contrary, the foregoing Section 1.6, Buyer shall will not assume or be deemed to have assumed perform any of the liabilities or obligations of Seller (the "Unassumed Liabilities"), not specifically contemplated by Section 1.3 hereof including, without limitation, any of the following obligations and liabilities: (a) any public liability or other liability claims with respect to obligation of the Business and affairs Industries Group for Taxes based on or measured by any income or gain realized by the Industries Group upon the transfer of Sellerthe Transferred Assets hereunder, and the acts and omission of its officers, directors, employees, and agents either or for Taxes applicable for all periods ending on or before or after the Closing Date Date; (b) any liability or obligation or liability of Seller to the Stockholder or any other officer or director of Seller; (c) any obligation or liability for Federal, State, local, foreign income or other taxes; (d) any obligation or liability Industries Group arising out of or relating, directly or indirectly, to the operation of the 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; (e) any obligation or liability to Seller's employees for salary, wages or other compensation or benefits including, but not limited to, vacation, sick and holiday time and pay; (f) any obligation or liability (including, but not limited to, any liability with respect to the Consolidated Omnibus Reconciliation Act of 1985, as amended, or state continuation coverage law) with respect to any pension, retirement, 401(k), savings, profit sharing or other Employee Benefit Plan (as defined in Section 2.12), including, but not limited to, any Employee Benefit Plan of the Seller or a member of the Controlled Group of Corporations (as defined in Section 2.12) or any "multiemployer employee benefit plan," as such term is defined in Section 3(37) of by the Employee Retirement Income Security Act of 1974, as amendedamended ("ERISA"), established or maintained by the Industries Group or to which the Industries Group contributes or any liability with respect to any other pension, benefit or profit sharing plan of the Industries Group or the termination of any such plan; (c) other than as set forth in Section 5.2, any liability or obligation of the Industries Group for making payments of any kind (including as a result of the sale of Transferred Assets or as a result of the termination of employment by the Industries Group of employees or other labor claims) to employees of the Industries Group or in respect of payroll taxes for employees of the Industries Group, including without limitation any liabilities or obligations of the Industries Group arising under or with respect to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), the Worker Adjustment and Retaining Notification Act ("WARN") and the Occupational Safety and Health Act ("OSHA"); (d) any liability or obligation of the Industries Group with respect to any claims or actions arising under or relating to any Environmental Laws (as defined in Section 3.16), or related common law theories, including third party claims and any liability or obligation for any penalties, fines, expenses, costs, losses, claims or damages arising out of or resulting from any generation, storage, treatment, handling, disposal or release of Hazardous Materials (as defined in Section 3.16); (e) any liability or obligation of the Industries Group with respect to the litigation described under item 2 of Schedule 3.13; (f) any liability or obligation of the Seller arising under any of the letters (the "Indemnity Letters") provided by the Seller to certain of its customers whereby the Seller agreed to indemnify and hold harmless such customers against any and all claims, expenses, losses and/or damages assessed against such customers or their customers in a suit brought for infringement of United States Letters, Patent No. 5,366,510 because of the purchase or use by such customers of the Seller's IVX-1664 commercialized as BLUE-J(R) INDI-GO POWDER, but only with respect to sales or distributions of such product by the Seller or its affiliates prior to the Closing; and (g) except as assumed pursuant to Section 1.3(A), (B) or (C), any liability or obligation of the Industries Group arising out of, and any expenses relating to, any claim, action, dispute, or litigation involving of the operation Industries Group's conduct of the Business before or any other business of the Closing Date; (i) any obligation or liability of Seller or Industries Group prior to the Stockholder for the expenses incurred in preparing or negotiating this Agreement and consummating the transactions contemplated hereunder. Seller, and Stockholder, jointly and severally, agree to discharge and indemnify, defend and hold Buyer and their respective affiliates, officers, directors, employees, agents, and stockholders harmless from all Unassumed Liabilities (including reasonable attorneys' fees), whether or not known, liquidated or contingentClosing.

Liabilities Not Assumed. Other It is expressly acknowledged and agreed that Purchaser will not assume and shall not be liable, either expressly or impuey, for any of the obligations Or liabilities Of ADC of any kind and nature other than those specifically assumed in Section 1.3; without limiting the Assumed Liabilities ----------------------- referred to in the foregoing Section 1.6foregoing, Buyer Purchaser shall not assume or be deemed become liable (expressly or impliedly) with respect to have assumed any of the following liabilities or obligations of Seller (that accrue prior to the "Unassumed Liabilities"), including, without limitationClosing Date: (a) any public liability of ADC, either directly or other liability claims indirectly, for either principal or interest, with respect to the Business and affairs of Seller, and the acts and omission of its officers, directors, employees, and agents either before advances or after the Closing Date loans made to or owed by ADC; (b) any obligation liability or liability claim arising out of Seller or related to the Stockholder operation and use of the Practice Assets prior to and including the Closing Date, including, without limitations any obligations or abilities of ADC with respect to inedical malpractice, Medicare or Medicaid fraud or abuse, overpayments under any other officer Third Party Payor Programs, negligence, strict liability in tort, product liability or director breach of Sellerwarranty claims; (c) liabilities and obligations that may arise out of or relate to any obligation or liability for Federal, State, local, foreign income or other taxesnoncompliance with the provisions of the Bulk Sales law under the Uniform Commercial Code as adopted by any applicable state in connection with the transaction herein contemplated; (d) any obligation or liability arising out of any employee benefit plans maintained by ADC for the benefit of any employees of ADC or relatingany other liability of ADC with respect to any employees including but not limited to incentive compensation plans, directly or indirectlyseverance pay, to the operation of the Business prior to the Closing Dateaccrued salaries, including any rebateswages, discountsbonuses, offsets or concessions attributable to amounts invoiced to Seller's clients prior to the Closing Datepayroll taxes, hospitalization and medical insurance, deferred compensation and vacation and sick pay; (e) any obligation liability attributable to personal property tax assessed by any governmental entity, federal, state, or liability local, against any of the assets to Seller's employees for salarybe conveyed or leased hereunder, wages or other compensation or benefits including, but not limited to, vacation, sick and holiday time and pay;such taxes to remain the responsibility of ADC; and (f) any obligation liability for any other tax assessed by any goverrunental. entity, federal, state, or liability (includinglocal, attributable to the business of ADC relating to the period on or before the Closing Date, including but not limited to, any liability with respect to the Consolidated Omnibus Reconciliation Act of 1985income, as amendedfranchise, excise, sales, or state continuation coverage law) with respect use taxes. ADC covenants and agrees to satisfy or pay when due, any pension, retirement, 401(k), savings, profit sharing or other Employee Benefit Plan (and all liabilities of ADC not expressly assumed by POA and that POA shall have a right of offset as defined set forth in Section 2.12), including, but not limited to, any Employee Benefit Plan of the Seller or a member of the Controlled Group of Corporations (as defined in Section 2.12) or any "multiemployer plan" as such term is defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended; (g) any liability arising out of, and any expenses relating to, any claim, action, dispute, or litigation involving the operation of the Business before the Closing Date; (i) any obligation or liability of Seller or the Stockholder for the expenses incurred in preparing or negotiating this Agreement and consummating the transactions contemplated hereunder. Seller, and Stockholder, jointly and severally, agree to discharge and indemnify, defend and hold Buyer and their respective affiliates, officers, directors, employees, agents, and stockholders harmless from all Unassumed Liabilities (including reasonable attorneys' fees), whether or not known, liquidated or contingent1.7.

Liabilities Not Assumed. Other than Newco UHS-1, Newco Q-1 and the Assumed Liabilities ----------------------- referred Company, following the Merger, shall assume only those liabilities and obligations specified in Section 1.6 above. Without limiting the generality of the foregoing sentence, neither ▇▇▇▇▇ ▇▇▇-▇, ▇▇▇▇▇ Q-1 nor the Company shall assume and each Party shall retain and be responsible for the following obligations and liabilities to the extent they relate to such Party (except to the extent reflected in the foregoing Section 1.6, Buyer shall not assume or be deemed to have assumed any calculation of the liabilities or obligations of Seller Working Capital Shortage) (the "Unassumed Liabilities"), including, without limitation:each reference in this Section 1.7 to a Party shall include such Party and its affiliates): (a) any public or other liability claims with respect to and all obligations for the Business and affairs payment of Seller, and the acts and omission of its officers, directors, employees, and agents either before or after any long term debt existing at the Closing Date (including the current portion thereof) relating to a Party and whether or not set forth on the Balance Sheets; (b) any obligation or liability of Seller to and all accrued interest through the Stockholder or any other officer or director of SellerClosing Date; (c) any obligation liabilities or liability for Federalobligations of a Party arising under Medicare, StateMedicaid, local, foreign income Blue Cross or other taxescomparable third party payor programs (the "Government Reimbursement Programs") for periods through the Closing Date and as a result of the consummation of the transactions contemplated herein, including reimbursement recapture or any other adjustments; (d) any obligation liabilities or liability arising out obligations for Taxes (as hereinafter defined) of or relating, directly or indirectly, to the operation a Party in respect of the Business periods prior to the Closing DateDate or resulting from the consummation of the transactions contemplated; (e) liabilities under any Employee Benefit Plan (as hereinafter defined) of a Party; and liabilities for any and all EEOC, including any rebateswage and hour, discountsunemployment compensation, offsets employee medical or concessions attributable workers' compensation claims relating to amounts invoiced to Seller's clients periods prior to the Closing Date; (ef) except as provided in Section 4.6 below, liabilities or obligations for any obligation or liability to Seller's employees for salaryand all workers' compensation, wages health, disability or other compensation benefits due to or benefits including, but not limited to, vacation, sick and holiday time and pay; for the benefit of any employees of a Party (f) any obligation or liability (including, but not limited to, any liability with respect to the Consolidated Omnibus Reconciliation Act of 1985, as amended, or state continuation coverage law) with respect to any pension, retirement, 401(ktheir covered dependents), savings, profit sharing or other Employee Benefit Plan (as defined in Section 2.12), including, but not limited to, any Employee Benefit Plan of the Seller or a member of the Controlled Group of Corporations (as defined in Section 2.12) or any "multiemployer plan" as such term is defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended; (g) any liability liabilities arising out ofof or in connection with claims, litigations or proceedings described in Section 2.16, and any expenses relating toclaims, any claim, action, dispute, litigations or litigation involving proceedings (whether instituted prior to or after the operation of the Business before Closing Date) for acts or omissions which allegedly occurred prior to or at the Closing Date; (h) liabilities attributable to legal, accounting or brokerage fees, and similar costs incurred by a Party related to the contribution of any of the Facilities Assets; (i) any obligation or liability except as expressly set forth herein, liabilities arising from a Party's assignment and the Company's assumption of Seller or the Stockholder Assumed Liabilities; (j) liabilities for the expenses incurred in preparing payment by a Party of any deductibles, copayments or negotiating this Agreement other self-insurance requirements relating to events occurring prior to the Closing Date; (k) any and consummating all liabilities respecting any intercompany transactions of the transactions contemplated hereunder. Seller, and Stockholder, jointly and severally, agree to discharge and indemnify, defend and hold Buyer and their respective affiliates, officers, directors, employees, agents, and stockholders harmless from all Unassumed Liabilities (including reasonable attorneys' fees)Parties, whether or not knownsuch transaction relates to the provision of goods and services, liquidated tax sharing arrangements, payment arrangements, intercompany charges or contingentbalances, or the like; (l) except for Assumed Liabilities, any and all actual or contingent liabilities or obligations of or demands upon a Party arising from acts or omissions of either of the Parties (actual or alleged) prior to the Closing Date; (m) all liabilities arising out of or in connection with the existence of Materials of Environmental Concern (as hereinafter defined) upon, about, beneath or migrating to or from any of the Real Property on or before the Closing Date or the existence on or before the Closing Date of any Environmental Claim (as hereinafter defined) or any violation of any Environmental Laws (as hereinafter defined) pertaining to such Real Property or the operation of the Facilities by a Party or any other business operated therefrom; (n) any liability which allegedly occurred out of any negligence, medical malpractice or similar acts or omissions which allegedly occurred prior to the Closing Date; (o) sales, income, franchise, use and other taxes payable with respect to the business or operations of a Party through the Closing Date or the transactions contemplated hereby; (p) except as expressly set forth herein, liabilities for rights or remedies claimed by third parties under any of the Assumed Liabilities which broaden or vary the rights and remedies such third parties would have had against either Party if the contribution of the Facilities Assets were not to occur; and (q) liabilities on account of those liens or mortgages set forth on Schedule 1.7(q). --------------- With respect to Subsection 1.7(m) above, for a period of five (5) years from and after the Closing Date, in the event that it cannot be proven that the event giving rise to a Subsection 1.7(m) liability occurred after the Closing Date then it shall be presumed to have occurred on or before the Closing Date and the Parties can rebut this presumption with a Phase I environmental study. From and after five (5) years following the Closing Date, the presumption shall shift and thereafter all events giving rise to a Subsection 1.7(m) liability shall be presumed to have occurred from and after the Closing Date.

Liabilities Not Assumed. Other than Except as expressly set forth in § 2.3 of this Agreement, and without increasing the scope of the Assumed Liabilities ----------------------- referred by implication, the Buyer will not assume, perform or satisfy any Liabilities not specifically contemplated by § 2.3 to in the foregoing Section 1.6, Buyer shall not assume or be deemed to have assumed Assumed Liabilities nor any of the liabilities following Liabilities (whether or obligations not contemplated by § 2.3) (collectively, the “Excluded Liabilities”): (a) Any Liability to the extent that it relates to or arises out of any of the following: (i) any Excluded Asset, (ii) any Liability of the Seller which is not an Assumed Liability, or (iii) the "Unassumed Liabilities")non-performance of any covenant or obligation to be performed under this Agreement by the Seller at any time; (b) Any Liability that relates to or arises out of payments made or owed to or benefits of any kind provided or owed to the Seller’s or its Subsidiaries’ employees and consultants or former employees and consultants, including, without limitation: , (ai) as a result of the sale of the Acquired Assets or as a result of the termination by the Seller of any employees, (ii) any public Liability arising out of, or relating to, WARN, (iii) any Liability to provide former employees so-called COBRA continuation coverage, (iv) any Liability in respect of medical and other liability claims benefits for existing and future retirees, (v) any Liability in respect of work-related employee injuries or worker’s compensation claims, (vi) any Liability arising out of or with respect to any Employee Plan (including without limitation any Liability arising out of or with respect to the Business and affairs funding, administration or termination of Sellerany Employee Plan), and the acts and omission of its officers, directors, employees, and agents either before or after the Closing Date ; (bvii) any obligation Liability for bonuses or liability of Seller to the Stockholder or any other officer or director of Sellerseverance obligations; (c) any obligation Any Liability arising out of or liability with respect to the time period prior to the Reorganization Date, except for Federal, State, local, foreign income Liabilities described in Section 2.3(a) arising out of or other taxeswith respect to the time period prior to the Reorganization Date to the extent such Liabilities were not discharged under the Seller’s Plan of Reorganization; (d) any obligation or liability arising out of or relating, directly or indirectly, to the operation Any Liability of the 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;Seller for Taxes other than as set forth on Schedule 2.3(b); and (e) any obligation or liability to Seller's employees for salary, wages or other compensation or benefits including, but not limited to, vacation, sick and holiday time and pay; (f) any obligation or liability (including, but not limited to, any liability with respect to the Consolidated Omnibus Reconciliation Act of 1985, as amended, or state continuation coverage law) with respect to any pension, retirement, 401(kAny Liability specifically listed on Schedule 2.4(d), savings, profit sharing or other Employee Benefit Plan (as defined in Section 2.12), including, but not limited to, any Employee Benefit Plan of the Seller or a member of the Controlled Group of Corporations (as defined in Section 2.12) or any "multiemployer plan" as such term is defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended; (g) any liability arising out of, and any expenses relating to, any claim, action, dispute, or litigation involving the operation of the Business before the Closing Date; (i) any obligation or liability of Seller or the Stockholder for the expenses incurred in preparing or negotiating this Agreement and consummating the transactions contemplated hereunder. Seller, and Stockholder, jointly and severally, agree to discharge and indemnify, defend and hold Buyer and their respective affiliates, officers, directors, employees, agents, and stockholders harmless from all Unassumed Liabilities (including reasonable attorneys' fees), whether or not known, liquidated or contingent.

Liabilities Not Assumed. Other than The Company, following the Assumed Liabilities ----------------------- referred to contribution of the Facilities Assets, shall assume only those liabilities and obligations specified in Section 1.6 above. Without limiting the generality of the foregoing Section 1.6sentence, Buyer the Company shall not assume or and ▇▇▇▇▇▇▇▇▇ shall retain and be deemed responsible for the following obligations and liabilities to have assumed any of the liabilities or obligations of Seller extent they relate to ▇▇▇▇▇▇▇▇▇ (the "Unassumed Liabilities"), including, without limitation:each reference in this Section 1.7 to ▇▇▇▇▇▇▇▇▇ shall include ▇▇▇▇▇▇▇▇▇ and its affiliates): (a) any public or other liability claims with respect to and all obligations for the Business and affairs payment of Seller, and the acts and omission of its officers, directors, employees, and agents either before or after any long term debt existing at the Closing Date (including the current portion thereof) relating to ▇▇▇▇▇▇▇▇▇ and whether or not set forth on the ▇▇▇▇▇▇▇▇▇ Balance Sheet; (b) any obligation or liability and all accrued interest payable by ▇▇▇▇▇▇▇▇▇ in respect of Seller to periods through the Stockholder or any other officer or director of SellerClosing Date; (c) any obligation liabilities or liability for Federalobligations of ▇▇▇▇▇▇▇▇▇ arising under Medicare, StateMedicaid, local, foreign income Blue Cross or other taxescomparable third party payor programs (the "Government Reimbursement Programs") for periods through the Closing Date and as a result of the consummation of the transactions contemplated herein, including reimbursement recapture or any other adjustments; (d) any obligation liabilities or liability arising out obligations for Taxes (as hereinafter defined) of or relating, directly or indirectly, to the operation ▇▇▇▇▇▇▇▇▇ in respect of the Business periods prior to the Closing DateDate or resulting from the consummation of the transactions contemplated; (e) liabilities under any Employee Benefit Plan (as hereinafter defined) of ▇▇▇▇▇▇▇▇▇; and liabilities for any and all EEOC, including any rebateswage and hour, discountsunemployment compensation, offsets employee medical or concessions attributable workers' compensation claims relating to amounts invoiced to Seller's clients periods prior to the Closing Date; (ef) except as provided in Section 4.6 below, liabilities or obligations for any obligation or liability to Seller's employees for salaryand all workers' compensation, wages health, disability or other compensation benefits due to or benefits including, but not limited to, vacation, sick and holiday time and pay; for the benefit of any employees of ▇▇▇▇▇▇▇▇▇ (f) any obligation or liability (including, but not limited to, any liability with respect to the Consolidated Omnibus Reconciliation Act of 1985, as amended, or state continuation coverage law) with respect to any pension, retirement, 401(ktheir covered dependents), savings, profit sharing or other Employee Benefit Plan (as defined in Section 2.12), including, but not limited to, any Employee Benefit Plan of the Seller or a member of the Controlled Group of Corporations (as defined in Section 2.12) or any "multiemployer plan" as such term is defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended; (g) any liability liabilities arising out ofof or in connection with claims, litigations or proceedings described in Section 2.16, and any expenses relating toclaims, any claim, action, dispute, litigations or litigation involving proceedings (whether instituted prior to or after the operation of the Business before Closing Date) for acts or omissions which allegedly occurred prior to or at the Closing Date; (h) liabilities attributable to legal, accounting or brokerage fees, and similar costs incurred by ▇▇▇▇▇▇▇▇▇ related to the contribution of any of the Facilities Assets; (i) any obligation or liability except as expressly set forth herein, liabilities arising from ▇▇▇▇▇▇▇▇▇'▇ assignment and the Company's assumption of Seller or the Stockholder Assumed Liabilities; (j) liabilities for the expenses incurred in preparing payment by ▇▇▇▇▇▇▇▇▇ of any deductibles, copayments or negotiating this Agreement other self-insurance requirements relating to events occurring prior to the Closing Date; (k) any and consummating the all liabilities respecting any intercompany transactions contemplated hereunder. Seller, and Stockholder, jointly and severally, agree to discharge and indemnify, defend and hold Buyer and their respective affiliates, officers, directors, employees, agents, and stockholders harmless from all Unassumed Liabilities (including reasonable attorneys' fees)of ▇▇▇▇▇▇▇▇▇, whether or not knownsuch transaction relates to the provision of goods and services, liquidated tax sharing arrangements, payment arrangements, intercompany charges or contingentbalances, or the like; (l) except for Assumed Liabilities, any and all actual or contingent liabilities or obligations of or demands upon ▇▇▇▇▇▇▇▇▇ arising from acts or omissions of ▇▇▇▇▇▇▇▇▇ (actual or alleged) prior to the Closing Date; (m) all liabilities arising out of or in connection with the existence of Materials of Environmental Concern (as hereinafter defined) upon, about, beneath or migrating to or from any of the Real Property on or before the Closing Date or the existence on or before the Closing Date of any Environmental Claim (as hereinafter defined) or any violation of any Environmental Laws (as hereinafter defined) pertaining to such Real Property or the operation of the UHS Facilities by ▇▇▇▇▇▇▇▇▇ or any other business operated therefrom; (n) any liability of ▇▇▇▇▇▇▇▇▇ which allegedly occurred out of any negligence, medical malpractice or similar acts or omissions which allegedly occurred prior to the Closing Date; (o) sales, income, franchise, use and other taxes payable with respect to the business or operations of ▇▇▇▇▇▇▇▇▇ through the Closing Date or the transactions contemplated hereby; (p) except as expressly set forth herein, liabilities for rights or remedies claimed by third parties under any of the Assumed Liabilities which broaden or vary the rights and remedies such third parties would have had against ▇▇▇▇▇▇▇▇▇ if the contribution of the Facilities Assets were not to occur; and (q) liabilities on account of those liens or mortgages set forth on Schedule 1.7(g). --------------- With respect to Subsection 1.7(m) above, for a period of five (5) years from and after the Closing Date, in the event that it cannot be proven that the event giving rise to a Subsection 1.7(m) liability occurred after the Closing Date then it shall be presumed to have occurred on or before the Closing Date and ▇▇▇▇▇▇▇▇▇ can rebut this presumption with a Phase I environmental study. From and after five (5) years following the Closing Date, the presumption shall shift and thereafter all events giving rise to a Subsection 1.7(m) liability shall be presumed to have occurred from and after the Closing Date.

Liabilities Not Assumed. Other than Notwithstanding anything to the contrary in this Agreement, except for the Assumed Liabilities ----------------------- referred to in the foregoing Section 1.6Liabilities, Buyer shall Buyers will not assume or be deemed to have assumed in any way become liable for any of Sellers’ Indebtedness or Liabilities of any nature whatsoever, whether accrued, absolute, contingent or otherwise, whether known or unknown, whether due or to become due, whether related to the liabilities Business or obligations the Purchased Assets and whether disclosed on the Schedules attached hereto, and regardless of Seller when or by whom asserted, including all of the following (collectively referred to herein as the "Unassumed “Excluded Liabilities"”): (i) any Liabilities of Sellers under this Agreement, the Schedules attached hereto and any Ancillary Agreement; (ii) any Liabilities of Sellers for expenses, fees or Taxes incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including all attorneys’ and accountants’ fees, brokerage fees and Transfer Taxes), including, without limitation:except for the portion of the Taxes to be paid by Buyers pursuant to Sections 9.3 and 9.6; (aiii) any public Liabilities (A) of Sellers for Taxes, other than VAT payables as set forth in Section 2.2(a)(i), for any period without regard to whether such Taxes relate to periods (or portions thereof) ending on or prior to the Closing Date, except for the portion of the Taxes to be paid by Buyers pursuant to Sections 9.3 and 9.6, (B) for Taxes that relate to the operation and ownership of the Purchased Assets or the Business for any Pre-Closing Tax Period, (C) for payments under any Tax allocation, sharing or similar agreement, other than pursuant to this Agreement, to which any Seller or the Purchased Assets is subject, (D) from obligations imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability claims law or any other law or as a result of the application of Section 6901 of the Code or any similar law and (v) for the portion of the Taxes to be paid by Sellers pursuant to Sections 9.3 and 9.6; (iv) all Liabilities based upon, arising out of or otherwise in respect of any Employee Plans; (v) all Liabilities based upon, arising out of or otherwise in respect of any current or former employees, consultants or independent contractors of Sellers, other than (A) accrued payables owed to subcontractors working on pending engagements as of the Closing and to the extent included in the calculation of Net Working Capital and (B) the relocation expense of moving ▇▇▇▇▇ ▇▇▇▇▇▇ from Geneva, Switzerland to Philadelphia or Conshohocken, Pennsylvania, up to an aggregate amount of $20,000; (vi) any Liabilities arising prior to the Closing with respect to the Business misclassification of an employee as an independent contractor under applicable laws or the misclassification of any employee as exempt or non-exempt under the Fair Labor Standards Act; (vii) any Liability with respect to any products that were sold or services that were performed by or on behalf of Sellers or the Shareholders prior to the Closing, including professional or product liability, infringement claims and affairs any related claims and litigation arising prior to, on or after the Closing Date; (viii) all Liabilities of Sellers owing to any current or former Affiliates, shareholders or any other Person owning or purporting to own any equity interest in or with respect to any Seller for any reason whatsoever; (ix) any Liability relating to workers’ compensation claims which were filed or presented on or before the Closing Date or which are filed or presented after the Closing Date but relate to claims and/or injuries first arising on or before the Closing Date; (x) Liabilities arising (A) by reason of any violation or alleged violation of any federal, state, local or foreign law or any requirement of any Governmental Authority by Sellers and (B) by reason of any breach or alleged breach by any Seller of any Assumed Contract prior to the Closing, except (subject to Section 10.2(a)(i)) for any breach of an Assumed Contract due to the failure to obtain consent to assignment of any such Assumed Contract to Buyers; (xi) any Liabilities arising in connection with any pending or threatened legal action, proceeding or claim arising out of or in connection with any Seller’s conduct of the Business, and the acts and omission any other conduct of its Sellers, Sellers’ officers, directors, employees, and consultants, agents either before or after the Closing Date ; (b) any obligation advisors on or liability of Seller to the Stockholder or any other officer or director of Seller; (c) any obligation or liability for Federal, State, local, foreign income or other taxes; (d) any obligation or liability arising out of or relating, directly or indirectly, to the operation of the 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; (exii) any obligation or liability to Seller's employees Liabilities for salary, wages or other compensation or benefits including, but not limited to, vacation, sick and holiday time and payIndebtedness; (fxiii) any obligation or liability (including, but not limited to, any liability with respect to the Consolidated Omnibus Reconciliation Act of 1985, as amended, or state continuation coverage law) with respect to any pension, retirement, 401(k), savings, profit sharing or other Employee Benefit Plan (as defined in Section 2.12), including, but not limited to, any Employee Benefit Plan of the Seller or a member of the Controlled Group of Corporations (as defined in Section 2.12) or any "multiemployer plan" as such term is defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amendedLiabilities for Transaction Expenses; (gxiv) any liability arising out of, and Liabilities in respect of any expenses relating to, any claim, action, dispute, or litigation involving the operation of the Business before the Closing DateExcluded Assets (including under any contracts, leases, commitments or understandings related thereto); (ixv) any obligation Liabilities for which Buyers may become liable for as a result of or liability in connection with the failure by Buyers or Sellers to comply with any bulk sales or bulk transfers laws or as a result of Seller any “de facto merger” or “successor-in-interest” theories of liability; (xvi) any Liabilities of Strategic, including Liabilities of Strategic for Taxes; and (xvii) the Stockholder for the expenses incurred in preparing or negotiating this Agreement Liabilities specifically identified and consummating the transactions contemplated hereunder. Seller, and Stockholder, jointly and severally, agree to discharge and indemnify, defend and hold Buyer and their respective affiliates, officers, directors, employees, agents, and stockholders harmless from all Unassumed Liabilities (including reasonable attorneys' feesdescribed on Schedule 2.2(b)(xvi), whether or not known, liquidated or contingent.

Liabilities Not Assumed. Other than Buyers shall assume only those liabilities and obligations specified in Section 1.7 above. Without limiting the Assumed Liabilities ----------------------- referred to in generality of the foregoing Section 1.6sentence, Buyer shall not assume or be deemed to have assumed any none of the liabilities or Buyers shall assume and the applicable HGA Affiliate, as the case may be, shall retain and be responsible for the following obligations of Seller (the "Unassumed Liabilities"), including, without limitationand liabilities: (a) any public or other liability claims with respect to and all obligations for the Business and affairs payment of Seller, and the acts and omission of its officers, directors, employees, and agents either before or after any long term debt existing at the Closing Date (including the current portion thereof) relating to any of the HGA Affiliates and whether or not set forth on the Interim Balance Sheets; (b) any obligation or liability of Seller to and all accrued interest through the Stockholder or any other officer or director of SellerClosing Date; (c) any obligation or liability for Federal, State, local, foreign income or other taxesand all liabilities and obligations with respect to any of the Excluded Employees; (d) [intentionally omitted] (e) any obligation and all liabilities or liability arising out obligations for Income Taxes of or relating, directly or indirectly, to the operation any of the Business Sellers in respect of periods ending prior to or after the Closing Date; (f) except as set forth in Section 1.7(d) of this Agreement, any and all liabilities or obligations (including, without limitation, any liabilities or obligations for continued health benefit coverage under COBRA) under any Employee Benefit Plan of any Seller, and any and all liabilities or obligations of any Seller for health, disability or other benefits (i) relating to periods ending prior to the Closing DateDate with respect to Hired Employees (as defined in Section 5.3(a) hereof) or their covered dependents and (ii) relating to periods ending prior to or after the Closing Date with respect to Excluded Employees (or their covered dependents) and to Non-Excluded Employees (as defined in Section 5.3(a)) or their covered dependents who do not accept a Buyer's offer of employment under Section 5.3(a); and liabilities for any and all EEOC, including wage and hour, unemployment compensation or workers' compensation claims (i) relating to periods ending prior to the Closing Date with respect to Hired Employees (or their covered dependents) and (ii) relating to periods ending prior to or after the Closing Date with respect to Excluded Employees and to Non-Excluded Employees (or their respective covered dependents) who do not accept a Buyer's offer of employment under Section 5.3(a); (g) [intentionally omitted] (h) any rebatesand all liabilities or obligations arising as a result of a breach or default by any Seller of any Contract, discountsany Management Contract or any other contract, offsets lease, sublease, license, agreement, commitment or concessions attributable to amounts invoiced to Seller's clients understanding prior to the Closing Date; (ei) any obligation or liability to Seller's employees for salary, wages or other compensation or benefits including, but not limited to, vacation, sick and holiday time and pay; (f) any obligation or liability (including, but not limited to, any liability than with respect to the Consolidated Omnibus Reconciliation Act claims, litigations and proceedings relating to cost report disallowances, any and all liabilities arising out of 1985or in connection with claims, as amended, litigations or state continuation coverage law) with respect to any pension, retirement, 401(k), savings, profit sharing or other Employee Benefit Plan (as defined proceedings described in Section 2.12), including, but not limited to, any Employee Benefit Plan of the Seller or a member of the Controlled Group of Corporations (as defined in Section 2.12) or any "multiemployer plan" as such term is defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended; (g) any liability arising out of2.17, and any expenses relating toclaims, any claim, action, dispute, litigations or litigation involving the operation of the Business before proceedings (whether instituted prior to or after Closing) for acts or omissions which allegedly occurred prior to the Closing Date; (j) any and all debts, expenses, obligations or other liabilities of any Seller arising out of or incurred solely as a result of (i) any obligation transaction of any Seller occurring on or liability after the Closing Date or (ii) any violation by any Seller of any law, regulation or ordinance at any time, including, without limitation, those violations relating to Government Reimbursement Programs but excluding any such violations relating to cost report disallowances; (k) except as expressly set forth in the Assumption Agreement or Section 1.3.3 above, any and all liabilities arising out of any amendment, modification or alteration of the terms of any Assumed Contract or Management Contract entered into on or after the date hereof, and any fees or other charges that may be imposed by any party thereto, in connection with the assignment at Closing of any Assumed Contract or Management Contract; (l) any and all liabilities attributable to legal, accounting or brokerage fees, and similar costs incurred by any Seller related to the sale of any of the Purchase Assets; (m) except as expressly set forth in the Assumption Agreement or Section 1.3.3 above, any and all liabilities arising from any Seller's assignment and any Buyer's assumption of the Stockholder Assumed Liabilities; (n) any and all liabilities for the expenses incurred payment by any Seller of any deductibles, copayments or other self-insurance requirements relating to events occurring prior to the Closing Date; (o) any and all liabilities arising from uncured defaults in preparing performance of the Assumed Liabilities during periods prior to the Closing Date; (p) any and all liabilities respecting any intercompany transactions among the Sellers or negotiating this Agreement and consummating any affiliate of any of the transactions contemplated hereunder. Seller, and Stockholder, jointly and severally, agree to discharge and indemnify, defend and hold Buyer and their respective affiliates, officers, directors, employees, agents, and stockholders harmless from all Unassumed Liabilities (including reasonable attorneys' fees)Sellers, whether or not knownsuch transaction relates to the provision of goods and services, liquidated tax sharing arrangements, payment arrangements, intercompany charges or contingentbalances, or the like; (q) except for Assumed Liabilities, any and all actual or contingent liabilities or obligations of or demands upon any of the Sellers arising from acts or omissions of any of the Sellers (actual or alleged) prior to the Closing Date; (r) any and all liabilities or obligations arising out of the release prior to the Closing Date of petroleum or petroleum products from or in the area of any underground storage tanks that may be located on any of the Facilities Real Property; (s) any and all liabilities arising out of or in connection with the existence of Materials of Environmental Concern (as defined in Section 2.20) upon, about, beneath or migrating to or from any of the Facilities Real Property on or before the Closing Date or the existence on or before the Closing Date of any Environmental Claim (as defined in Section 2.20) or any violation of any Environmental Laws (as defined in Section 2.20) pertaining to such Facilities Real Property or the operation of the Facilities or any other business operated therefrom; (t) any and all liability allegedly arising out of any negligence, medical malpractice or similar acts or omissions which allegedly occurred prior to the Closing Date; and (u) except as expressly set forth in the Assumption Agreement, liabilities for rights or remedies claimed by third parties under any of the Assumed Liabilities which broaden or vary the rights and remedies such third parties would have had against any Seller if the sale and purchase of the Purchase Assets were not to occur, including, by way of example only, any acceleration or right of acceleration with respect to any liability or obligation, the creation or imposition of any Lien, or any termination, suspension, revocation, impairment or forfeiture of any right of any of the HGA Affiliates prior to the Closing Date or of any Buyer on or after the Closing Date.

Liabilities Not Assumed. Other than (a) Notwithstanding the Assumed Liabilities ----------------------- referred to in the foregoing provisions of Section 1.62.4, Buyer Buyers shall not assume or otherwise be deemed to have assumed responsible for any of the following liabilities or obligations of any nature (including claims of such liabilities or obligations, matured or unmatured, liquidated or unliquidated, fixed or contingent, or known or unknown) of any Seller or other Wabtec Group Member (collectively, the "Unassumed Excluded Liabilities")): (i) for any indebtedness for borrowed money, including any interest or penalties accrued thereon; (ii) for any income Taxes relating to any Tax Period, except for such Taxes properly accrued on the Closing Date Balance Sheets; (iii) to any Wabtec Group Member or any other inter-company payables; (iv) to any former or current shareholder or director of any Wabtec Group Member; (v) relating to, resulting from or arising under any Action relating to asbestos-containing gaskets allegedly manufactured or distributed by any Wabtec Group Member (including, without limitation:, those disclosed on SCHEDULE 4.9); (avi) except for the Employee Benefit Plans of the Acquired Subsidiaries, relating to, resulting from or arising under any Seller Benefit Plan other than any Assumed Collective Bargaining Agreement; (vii) relating to, resulting from or arising from the Seller Parties' obligations under this Agreement or any Seller Ancillary Document; (viii) incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of the Seller Parties; and (ix) any public or other liability claims with respect to for Pennsylvania use taxes of the Business and affairs of Seller, and the acts and omission of its officers, directors, employees, and agents either before or after the Closing Date ;Motor Coils operations. (b) any obligation or liability Sellers shall be responsible for the satisfaction of Seller to the Stockholder or any other officer or director of Seller; (c) any obligation or liability for Federal, State, local, foreign income or other taxes; (d) any obligation or liability arising out of or relating, directly or indirectly, to the operation all of the 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; (e) any obligation or liability to Seller's employees for salary, wages or other compensation or benefits including, but not limited to, vacation, sick and holiday time and pay; (f) any obligation or liability (including, but not limited to, any liability with respect to the Consolidated Omnibus Reconciliation Act of 1985, as amended, or state continuation coverage law) with respect to any pension, retirement, 401(k), savings, profit sharing or other Employee Benefit Plan (as defined in Section 2.12), including, but not limited to, any Employee Benefit Plan of the Seller or a member of the Controlled Group of Corporations (as defined in Section 2.12) or any "multiemployer plan" as such term is defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended; (g) any liability arising out of, and any expenses relating to, any claim, action, dispute, or litigation involving the operation of the Business before the Closing Date; (i) any obligation or liability of Seller or the Stockholder for the expenses incurred in preparing or negotiating this Agreement and consummating the transactions contemplated hereunder. Seller, and Stockholder, jointly and severally, agree to discharge and indemnify, defend and hold Buyer and their respective affiliates, officers, directors, employees, agents, and stockholders harmless from all Unassumed Liabilities (including reasonable attorneys' fees), whether or not known, liquidated or contingentExcluded Liabilities.

Liabilities Not Assumed. Other than The Company, following the Assumed Liabilities ----------------------- referred to contribution of the Facilities Assets, shall assume only those liabilities and obligations specified in Section 1.6 above. Without limiting the generality of the foregoing Section 1.6sentence, Buyer the Company shall not assume or and Summ▇▇▇▇▇ ▇▇▇ll retain and be deemed responsible for the following obligations and liabilities to have assumed any of the liabilities or obligations of Seller extent they relate to Summ▇▇▇▇▇ (the "Unassumed Liabilities"), including, without limitation:▇▇ch reference in this Section 1.7 to Summ▇▇▇▇▇ ▇▇▇ll include Summ▇▇▇▇▇ ▇▇▇ its affiliates): (a) any public or other liability claims with respect to and all obligations for the Business and affairs payment of Seller, and the acts and omission of its officers, directors, employees, and agents either before or after any long term debt existing at the Closing Date (including the current portion thereof) relating to Summ▇▇▇▇▇ ▇▇▇ whether or not set forth on the Summ▇▇▇▇▇ ▇▇▇ance Sheet; (b) any obligation or liability and all accrued interest payable by Summ▇▇▇▇▇ ▇▇ respect of Seller to periods through the Stockholder or any other officer or director of SellerClosing Date; (c) any obligation liabilities or liability for Federalobligations of Summ▇▇▇▇▇ ▇▇▇sing under Medicare, StateMedicaid, local, foreign income Blue Cross or other taxescomparable third party payor programs (the "Government Reimbursement Programs") for periods through the Closing Date and as a result of the consummation of the transactions contemplated herein, including reimbursement recapture or any other adjustments; (d) any obligation liabilities or liability arising out obligations for Taxes (as hereinafter defined) of or relating, directly or indirectly, to the operation Summ▇▇▇▇▇ ▇▇ respect of the Business periods prior to the Closing DateDate or resulting from the consummation of the transactions contemplated; (e) liabilities under any Employee Benefit Plan (as hereinafter defined) of Summ▇▇▇▇▇; ▇▇d liabilities for any and all EEOC, including any rebateswage and hour, discountsunemployment compensation, offsets employee medical or concessions attributable workers' compensation claims relating to amounts invoiced to Seller's clients periods prior to the Closing Date; (ef) except as provided in Section 4.6 below, liabilities or obligations for any obligation or liability to Seller's employees for salaryand all workers' compensation, wages health, disability or other compensation benefits due to or benefits including, but not limited to, vacation, sick and holiday time and pay; for the benefit of any employees of Summ▇▇▇▇▇ (f) any obligation or liability (including, but not limited to, any liability with respect to the Consolidated Omnibus Reconciliation Act of 1985, as amended, or state continuation coverage law) with respect to any pension, retirement, 401(k▇▇ their covered dependents), savings, profit sharing or other Employee Benefit Plan (as defined in Section 2.12), including, but not limited to, any Employee Benefit Plan of the Seller or a member of the Controlled Group of Corporations (as defined in Section 2.12) or any "multiemployer plan" as such term is defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended; (g) any liability liabilities arising out ofof or in connection with claims, litigations or proceedings described in Section 2.16, and any expenses relating toclaims, any claim, action, dispute, litigations or litigation involving proceedings (whether instituted prior to or after the operation of the Business before Closing Date) for acts or omissions which allegedly occurred prior to or at the Closing Date; (h) liabilities attributable to legal, accounting or brokerage fees, and similar costs incurred by Summ▇▇▇▇▇ ▇▇▇ated to the contribution of any of the Facilities Assets; (i) except as expressly set forth herein, liabilities arising from Summ▇▇▇▇▇'▇ ▇▇▇ignment and the Company's assumption of the Assumed Liabilities; (j) liabilities for the payment by Summ▇▇▇▇▇ ▇▇ any obligation deductibles, copayments or other self-insurance requirements relating to events occurring prior to the Closing Date; (k) any and all liabilities respecting any intercompany transactions of Summ▇▇▇▇▇, ▇▇ether or not such transaction relates to the provision of goods and services, tax sharing arrangements, payment arrangements, intercompany charges or balances, or the like; (l) except for Assumed Liabilities, any and all actual or contingent liabilities or obligations of or demands upon Summ▇▇▇▇▇ ▇▇▇sing from acts or omissions of Summ▇▇▇▇▇ (▇▇tual or alleged) prior to the Closing Date; (m) all liabilities arising out of or in connection with the existence of Materials of Environmental Concern (as hereinafter defined) upon, about, beneath or migrating to or from any of the Real Property on or before the Closing Date or the existence on or before the Closing Date of any Environmental Claim (as hereinafter defined) or any violation of any Environmental Laws (as hereinafter defined) pertaining to such Real Property or the operation of the UHS Facilities by Summ▇▇▇▇▇ ▇▇ any other business operated therefrom; (n) any liability of Seller Summ▇▇▇▇▇ ▇▇▇ch allegedly occurred out of any negligence, medical malpractice or similar acts or omissions which allegedly occurred prior to the Stockholder for Closing Date; (o) sales, income, franchise, use and other taxes payable with respect to the expenses incurred in preparing business or negotiating this Agreement and consummating operations of Summ▇▇▇▇▇ ▇▇▇ough the Closing Date or the transactions contemplated hereunderhereby; (p) except as expressly set forth herein, liabilities for rights or remedies claimed by third parties under any of the Assumed Liabilities which broaden or vary the rights and remedies such third parties would have had against Summ▇▇▇▇▇ ▇▇ the contribution of the Facilities Assets were not to occur; and (q) liabilities on account of those liens or mortgages set forth on Schedule 1.7(g). SellerWith respect to Subsection 1.7(m) above, for a period of five (5) years from and Stockholderafter the Closing Date, jointly in the event that it cannot be proven that the event giving rise to a Subsection 1.7(m) liability occurred after the Closing Date then it shall be presumed to have occurred on or before the Closing Date and severallySumm▇▇▇▇▇ ▇▇▇ rebut this presumption with a Phase I environmental study. From and after five (5) years following the Closing Date, agree the presumption shall shift and thereafter all events giving rise to discharge a Subsection 1.7(m) liability shall be presumed to have occurred from and indemnify, defend and hold Buyer and their respective affiliates, officers, directors, employees, agents, and stockholders harmless from all Unassumed Liabilities (including reasonable attorneys' fees), whether or not known, liquidated or contingentafter the Closing Date.

Liabilities Not Assumed. Other than Newco UHS-1, Newco Q-1 and the Assumed Liabilities ----------------------- referred Company, following the Merger, shall assume only those liabilities and obligations specified in Section 1.6 above. Without limiting the generality of the foregoing sentence, neither ▇▇▇▇▇ ▇▇▇-▇, ▇▇▇▇▇ Q-1 nor the Company shall assume and each Party shall retain and be responsible for the following obligations and liabilities to the extent they relate to such Party (except to the extent reflected in the foregoing Section 1.6, Buyer shall not assume or be deemed to have assumed any calculation of the liabilities or obligations of Seller Working Capital Shortage) (the "Unassumed Liabilities"), including, without limitation:each reference in this Section 1.7 to a Party shall include such Party and its affiliates): (a) any public or other liability claims with respect to and all obligations for the Business and affairs payment of Seller, and the acts and omission of its officers, directors, employees, and agents either before or after any long term debt existing at the Closing Date (including the current portion thereof) relating to a Party and whether or not set forth on the Balance Sheets; (b) any obligation or liability of Seller to and all accrued interest through the Stockholder or any other officer or director of SellerClosing Date; (c) any obligation liabilities or liability for Federalobligations of a Party arising under Medicare, StateMedicaid, local, foreign income Blue Cross or other taxescomparable third party payor programs (the "Government Reimbursement Programs") for periods through the Closing Date and as a result of the consummation of the transactions contemplated herein, including reimbursement recapture or any other adjustments; (d) any obligation liabilities or liability arising out obligations for Taxes (as hereinafter defined) of or relating, directly or indirectly, to the operation a Party in respect of the Business periods prior to the Closing DateDate or resulting from the consummation of the transactions contemplated; (e) liabilities under any Employee Benefit Plan (as hereinafter defined) of a Party; and liabilities for any and all EEOC, including any rebateswage and hour, discountsunemployment compensation, offsets employee medical or concessions attributable workers' compensation claims relating to amounts invoiced to Seller's clients periods prior to the Closing Date; (ef) except as provided in Section 4.6 below, liabilities or obligations for any obligation or liability to Seller's employees for salaryand all workers' compensation, wages health, disability or other compensation benefits due to or benefits including, but not limited to, vacation, sick and holiday time and pay; for the benefit of any employees of a Party (f) any obligation or liability (including, but not limited to, any liability with respect to the Consolidated Omnibus Reconciliation Act of 1985, as amended, or state continuation coverage law) with respect to any pension, retirement, 401(ktheir covered dependents), savings, profit sharing or other Employee Benefit Plan (as defined in Section 2.12), including, but not limited to, any Employee Benefit Plan of the Seller or a member of the Controlled Group of Corporations (as defined in Section 2.12) or any "multiemployer plan" as such term is defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended; (g) any liability liabilities arising out ofof or in connection with claims, litigations or proceedings described in Section 2.16, and any expenses relating toclaims, any claim, action, dispute, litigations or litigation involving proceedings (whether instituted prior to or after the operation of the Business before Closing Date) for acts or omissions which allegedly occurred prior to or at the Closing Date; (h) liabilities attributable to legal, accounting or brokerage fees, and similar costs incurred by a Party related to the contribution of any of the Facilities Assets; (i) any obligation or liability except as expressly set forth herein, liabilities arising from a Party's assignment and the Company's assumption of Seller or the Stockholder Assumed Liabilities; (j) liabilities for the expenses incurred in preparing payment by a Party of any deductibles, copayments or negotiating this Agreement other self-insurance requirements relating to events occurring prior to the Closing Date; (k) any and consummating all liabilities respecting any intercompany transactions of the transactions contemplated hereunder. Seller, and Stockholder, jointly and severally, agree to discharge and indemnify, defend and hold Buyer and their respective affiliates, officers, directors, employees, agents, and stockholders harmless from all Unassumed Liabilities (including reasonable attorneys' fees)Parties, whether or not knownsuch transaction relates to the provision of goods and services, liquidated tax sharing arrangements, payment arrangements, intercompany charges or contingentbalances, or the like; (l) except for Assumed Liabilities, any and all actual or contingent liabilities or obligations of or demands upon a Party arising from acts or omissions of either of the Parties (actual or alleged) prior to the Closing Date; (m) all liabilities arising out of or in connection with the existence of Materials of Environmental Concern (as hereinafter defined) upon, about, beneath or migrating to or from any of the Real Property on or before the Closing Date or the existence on or before the Closing Date of any Environmental Claim (as hereinafter defined) or any violation of any Environmental Laws (as hereinafter defined) pertaining to such Real Property or the operation of the Facilities by a Party or any other business operated therefrom; (n) any liability which allegedly occurred out of any negligence, medical malpractice or similar acts or omissions which allegedly occurred prior to the Closing Date; (o) sales, income, franchise, use and other taxes payable with respect to the business or operations of a Party through the Closing Date or the transactions contemplated hereby; (p) except as expressly set forth herein, liabilities for rights or remedies claimed by third parties under any of the Assumed Liabilities which broaden or vary the rights and remedies such third parties would have had against either Party if the contribution of the Facilities Assets were not to occur; and (q) liabilities on account of those liens or mortgages set forth on Schedule 1.7(q). - - - --------------- With respect to Subsection 1.7(m) above, for a period of five (5) years from and after the Closing Date, in the event that it cannot be proven that the event giving rise to a Subsection 1.7(m) liability occurred after the Closing Date then it shall be presumed to have occurred on or before the Closing Date and the Parties can rebut this presumption with a Phase I environmental study. From and after five (5) years following the Closing Date, the presumption shall shift and thereafter all events giving rise to a Subsection 1.7(m) liability shall be presumed to have occurred from and after the Closing Date.

Liabilities Not Assumed. Other than Notwithstanding anything to the contrary in this Agreement, except for the Assumed Liabilities ----------------------- referred to in the foregoing Section 1.6Liabilities, Buyer shall Buyers will not assume or be deemed to have assumed in any way become liable for any of Sellers’ Indebtedness or Liabilities of any nature whatsoever, whether accrued, absolute, contingent or otherwise, whether known or unknown, whether due or to become due, whether related to the liabilities Business or obligations the Purchased Assets and whether disclosed on the Schedules attached hereto, and regardless of Seller when or by whom asserted, including all of the following (collectively referred to herein as the "Unassumed “Excluded Liabilities"”): (i) any Liabilities of Sellers under this Agreement, the Schedules attached hereto and any Ancillary Agreement; (ii) any Liabilities of Sellers for expenses, fees or Taxes incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby (including all attorneys’ and accountants’ fees, brokerage fees and Transfer Taxes), including, without limitation:except for the portion of the Taxes to be paid by Buyers pursuant to Sections 9.3 and 9.6; (aiii) any public Liabilities (A) of Sellers for Taxes, other than VAT payables as set forth in Section 2.2(a)(i), for any period without regard to whether such Taxes relate to periods (or portions thereof) ending on or prior to the Closing Date, except for the portion of the Taxes to be paid by Buyers pursuant to Sections 9.3 and 9.6, (B) for Taxes that relate to the operation and ownership of the Purchased Assets or the Business for any Pre-Closing Tax Period, (C) for payments under any Tax allocation, sharing or similar agreement, other than pursuant to this Agreement, to which any Seller or the Purchased Assets is subject, (D) from obligations imposed under any bulk transfer Law of any jurisdiction, under any de facto merger Law, successor liability claims law or any other law or as a result of the application of Section 6901 of the Code or any similar law and (v) for the portion of the Taxes to be paid by Sellers pursuant to Sections 9.3 and 9.6; (iv) all Liabilities based upon, arising out of or otherwise in respect of any Employee Plans; (v) all Liabilities based upon, arising out of or otherwise in respect of any current or former employees, consultants or independent contractors of Sellers, other than (A) accrued payables owed to subcontractors working on pending engagements as of the Closing and to the extent included in the calculation of Net Working Capital and (B) the relocation expense of moving ▇▇▇▇▇ ▇▇▇▇▇▇ from Geneva, Switzerland to Philadelphia or Conshohocken, Pennsylvania, up to an aggregate amount of $20,000; (vi) any Liabilities arising prior to the Closing with respect to the Business misclassification of an employee as an independent contractor under applicable laws or the misclassification of any employee as exempt or non-exempt under the Fair Labor Standards Act; (vii) any Liability with respect to any products that were sold or services that were performed by or on behalf of Sellers or the Shareholders prior to the Closing, including professional or product liability, infringement claims and affairs any related claims and litigation arising prior to, on or after the Closing Date; (viii) all Liabilities of Sellers owing to any current or former Affiliates, shareholders or any other Person owning or purporting to own any equity interest in or with respect to any Seller for any reason whatsoever; (ix) any Liability relating to workers’ compensation claims which were filed or presented on or before the Closing Date or which are filed or presented after the Closing Date but relate to claims and/or injuries first arising on or before the Closing Date; (x) Liabilities arising (A) by reason of any violation or alleged violation of any federal, state, local or foreign law or any requirement of any Governmental Authority by Sellers and (B) by reason of any breach or alleged breach by any Seller of any Assumed Contract prior to the Closing, except (subject to Section 10.2(a)(i)) for any breach of an Assumed Contract due to the failure to obtain consent to assignment of any such Assumed Contract to Buyers; (xi) any Liabilities arising in connection with any pending or threatened legal action, proceeding or claim arising out of or in connection with any Seller’s conduct of the Business, and the acts and omission any other conduct of its Sellers, Sellers’ officers, directors, employees, and consultants, agents either before or after the Closing Date ; (b) any obligation advisors on or liability of Seller to the Stockholder or any other officer or director of Seller; (c) any obligation or liability for Federal, State, local, foreign income or other taxes; (d) any obligation or liability arising out of or relating, directly or indirectly, to the operation of the 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; (exii) any obligation or liability to Seller's employees Liabilities for salary, wages or other compensation or benefits including, but not limited to, vacation, sick and holiday time and payIndebtedness; (fxiii) any obligation Liabilities for Transaction Expenses; (xiv) any Liabilities in respect of any of the Excluded Assets (including under any contracts, leases, commitments or liability understandings related thereto); (includingxv) any Liabilities for which Buyers may become liable for as a result of or in connection with the failure by Buyers or Sellers to comply with any bulk sales or bulk transfers laws or as a result of any “de facto merger” or “successor-in-interest” theories of liability; (xvi) any Liabilities of Strategic, but not limited toincluding Liabilities of Strategic for Taxes; and (xvii) the Liabilities specifically identified and described on Schedule 2.2(b)(xvi). For purposes of this Section 2.2(b), “Seller” will be deemed to include all Subsidiaries of each Seller and any liability predecessors to each Seller and any Person with respect to which each Seller is a successor-in-interest (including by operation of law, merger, liquidation, consolidation, assignment, assumption or otherwise). Each Seller hereby acknowledges that it is retaining the Consolidated Omnibus Reconciliation Act of 1985Excluded Liabilities, as amended, or state continuation coverage law) with respect to any pension, retirement, 401(k), savings, profit sharing or other Employee Benefit Plan (as defined in Section 2.12), including, but not limited to, any Employee Benefit Plan of the Seller or a member of the Controlled Group of Corporations (as defined in Section 2.12) or any "multiemployer plan" as such term is defined in Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended; (g) any liability arising out ofextent applicable, and any expenses relating such Seller will (and the Shareholders will cause such Seller to) pay, any claim, action, dispute, or litigation involving the operation of the Business before the Closing Date; (i) any obligation or liability of Seller or the Stockholder for the expenses incurred in preparing or negotiating this Agreement and consummating the transactions contemplated hereunder. Seller, and Stockholder, jointly and severally, agree to discharge and indemnify, defend and hold Buyer and their respective affiliates, officers, directors, employees, agents, and stockholders harmless from perform all Unassumed such Liabilities (including reasonable attorneys' fees), whether or not known, liquidated or contingentpromptly when due.