Common use of Liabilities Not Being Assumed Clause in Contracts

Liabilities Not Being Assumed. The Acquiror is not assuming and shall not be obligated to pay or satisfy, and the Seller shall remain responsible for, any Liabilities other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including the following: (a) any Liabilities relating to or arising out of the operation or conduct of the Business; (b) any accounts or notes payable of the Seller; (c) any Liabilities accruing under any Assigned Contract on or prior to the Closing Date; (d) any Liabilities arising out of any claim, irrespective of the legal theory asserted, related to the development, commercialization, manufacture, packaging, import, marketing, distribution, sale or use of the Products or the use of the Purchased Assets; (e) any Liabilities arising out of any claim, irrespective of the legal theory asserted, related to the operation of the Business (specifically identified as a liability not being assumed by the Acquiror is all of the Seller’s interest and any potential liabilities in the pending litigation filed in the County Court of the Ninth Circuit Court in and for Orange County, Prime Dental Lab, LLC v. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D.D.S., P.A. (CASE NO.: 2020-CC-013501-O)); (f) any Liabilities related to Taxes payable in connection with the operation of the Business, the ownership, leasing, possession or use of the Purchased Assets or the sale of Products; (g) any Liabilities for pollution or contamination of the environment or damage to natural resources arising out of or related to the conduct of the Business, including any manufacture, generation, refining, processing, distribution, use, sale, treatment, recycling, receipt, storage, disposal, transportation, handling, emission, discharge, leaching, release or threatened release of any Hazardous Material in connection with the conduct of the Business; (h) any Liabilities under any Environmental, Health and Safety Laws arising out of or related to the conduct of the Business; (i) any Liabilities of the Seller to the employees of the Seller, including deferred compensation, and any Liabilities of the Seller to such employees arising from the termination of such employees’ employment with the Seller; and (j) any Liabilities of the Seller based upon Seller’s acts or omission occurring after the Closing.

Liabilities Not Being Assumed. The Acquiror ANYTHING CONTAINED HEREIN TO THE CONTRARY NOTWITHSTANDING, EXCEPT FOR THE ASSUMED OBLIGATIONS, THE BUYER SHALL NOT AND DOES NOT ASSUME ANY LIABILITIES OR OBLIGATIONS (FIXED OR CONTINGENT, KNOWN OR UNKNOWN, MATURED OR UNMATURED) OF THE SELLER WHETHER OR NOT ARISING OUT OF OR RELATING TO THE PURCHASED ASSETS OR THE SUBJECT BUSINESS OR ANY OTHER BUSINESS OF THE SELLER, ALL OF WHICH LIABILITIES AND OBLIGATIONS SHALL AT AND AFTER THE CLOSING REMAIN THE EXCLUSIVE RESPONSIBILITY OF THE SELLER (the "Excluded Obligations"). Without limiting the generality of the foregoing, the Buyer is not assuming any of the following liabilities and shall not be obligated to pay or satisfy, and obligations of the Seller shall remain responsible for, any Liabilities other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including the followingSeller: (a) all liabilities and obligations for (1) income Taxes and (2) Taxes that are neither accrued nor reserved against on the December Balance Sheet nor incurred in the ordinary course of the Subject Business, consistent with past practice, subsequent to the December Balance Sheet Date; (b) all liabilities and obligations relating to or arising under any Liabilities Environmental, Health and Safety Law relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling or emission, migration, discharge or release of pollutants, contaminants, chemicals or industrial, hazardous or toxic substances, crude oil or any fraction thereof or wastes of any kind into the environment or otherwise, in any such case, to the extent such liability or obligation results from or arises out of events, facts or circumstances occurring or existing on or prior to the Closing, notwithstanding that the date on which such action or claim is commenced or made is after the Closing; (c) all liabilities and obligations relating to or arising out of the operation any claim, action, suit, investigation or conduct of the Business; (b) any accounts legal or notes payable of the Seller; (c) any Liabilities accruing under any Assigned Contract administrative or arbitration proceeding which is based on or prior related to products (or parts or components thereof) manufactured, sold, distributed or otherwise disposed of or services performed by the Seller on or before the Closing Date, or which is based on events occurring on or before the Closing Date, in each case notwithstanding that the date on which such action, suit, claim, investigation or proceeding is commenced or made is after the Closing; (d) any Liabilities arising out all liabilities and obligations of any claim, irrespective nature whatsoever of the legal theory asserted, related Seller to the development, commercialization, manufacture, packaging, import, marketing, distribution, sale or use any Affiliate of the Products or Seller (provided that, pursuant to Section 2.3, the use Buyer is obligated to pay, on behalf of the Purchased AssetsSeller, certain Designated Debt that is owed to an Affiliate of the Seller); (e) any Liabilities arising out of any claim, irrespective of the legal theory assertedall liabilities and obligations associated with, related to or owed by any Employee Plan sponsored or maintained by the operation Seller or any of its ERISA Affiliates; (f) all liabilities and obligations of the Business Seller or any Shareholder under any guarantee for the payment of money or otherwise; (specifically identified as a liability not being assumed g) all liabilities and obligations of the Seller or any Shareholder under the Promissory Note issued by the Acquiror is all of the Seller’s interest and any potential liabilities in the pending litigation filed in the County Court of the Ninth Circuit Court in and for Orange County, Prime Dental Lab, LLC v. ▇▇Seller to ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ in the face amount of $300,000 dated September 25, D.D.S., P.A. 1986 and all documents and instruments related thereto (CASE NO.: 2020-CC-013501-Othe "Levy Debt")); (f) any Liabilities related to Taxes payable in connection with the operation of the Business, the ownership, leasing, possession or use of the Purchased Assets or the sale of Products; (g) any Liabilities for pollution or contamination of the environment or damage to natural resources arising out of or related to the conduct of the Business, including any manufacture, generation, refining, processing, distribution, use, sale, treatment, recycling, receipt, storage, disposal, transportation, handling, emission, discharge, leaching, release or threatened release of any Hazardous Material in connection with the conduct of the Business; (h) all liabilities and obligations of any Liabilities under any Environmental, Health and Safety Laws arising out of or related nature whatsoever relating to the conduct of the Business; (i) any Liabilities of the Seller to the employees of the Seller, including deferred compensation, and any Liabilities of the Seller to such employees arising from the termination of such employees’ employment with the Seller; and (j) any Liabilities of the Seller based upon Seller’s acts or omission occurring after the ClosingExcluded Assets.

Liabilities Not Being Assumed. The Acquiror is not assuming and shall not be obligated to pay or satisfy, and the Seller shall remain responsible for, any Liabilities other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including the following: (a) any Liabilities relating to or arising out of the operation or conduct of the Business; (b) any accounts or notes payable of the Seller; (c) any Liabilities accruing under any Assigned Contract on or prior to the Closing Date; (d) any Liabilities arising out of any claim, irrespective of the legal theory asserted, related to the development, commercialization, manufacture, packaging, import, marketing, distribution, sale or use of the Products or the use of the Purchased Assets; (e) any Liabilities arising out of any claim, irrespective of the legal theory asserted, related to the operation of the Business (specifically identified as a liability not being assumed by the Acquiror is all of the Seller’s interest and any potential liabilities in the pending litigation filed in the County Court of the Ninth Circuit Court in and for Orange County, Prime Dental Lab, LLC v. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D.D.S., P.A. (CASE NO.: 2020-CC-013501-O))Business; (f) any Liabilities related to Taxes payable in connection with the operation of the Business, the ownership, leasing, possession or use of the Purchased Assets or the sale of Products; (g) any Liabilities for pollution or contamination of the environment or damage to natural resources arising out of or related to the conduct of the Business, including any manufacture, generation, refining, processing, distribution, use, sale, treatment, recycling, receipt, storage, disposal, transportation, handling, emission, discharge, leaching, release or threatened release of any Hazardous Material in connection with the conduct of the Business; (h) any Liabilities under any Environmental, Health and Safety Laws arising out of or related to the conduct of the Business;; and (i) any Liabilities of the Seller to the employees of the Seller, including deferred compensation, and any Liabilities of the Seller to such employees arising from the termination of such employees’ employment with the Seller; and. (j) any Liabilities of the Seller based upon Seller’s acts or omission occurring after the Closing.

Liabilities Not Being Assumed. The Acquiror (a) Anything contained in this Agreement to the contrary notwithstanding, the Purchaser is not assuming and shall not be obligated to pay or satisfy, and the Seller shall remain responsible for, any Liabilities of any Company other than the Assumed Liabilities, whether or not relating to the Purchased Assets or the Business, all of which Liabilities (collectivelyshall at and after the Closing remain the exclusive responsibility and obligation of the Companies, as applicable. Without limiting the generality of the foregoing, the “Excluded Purchaser is not assuming any of the following Liabilities”), including the following: (ai) any Liability of any Company under this Agreement or any Related Document; (ii) any Liability of any Company for expenses, Taxes or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement, the Related Documents or the consummation (or preparation for the consummation) of the transactions contemplated hereby or thereby (including all attorneys' and accountants' fees, and brokerage fees incurred by or imposed upon any Company); (iii) any Liability of any Company for any indebtedness, whether the same constitutes Funded Indebtedness or otherwise; (iv) any Liability of any Company under any Excluded Contract; (v) any Liability of any Company under any Assigned Contract resulting from or relating to any breach or violation of, or default under, or any alleged breach or violation of, or alleged default under, any such Assigned Contract that arises out of or is based upon facts, events or circumstances occurring or existing as of or prior to the Closing, whether the date on which any Proceeding with respect thereto is commenced or made is before or after the Closing; (vi) any Liability of any Company for or with respect to any Taxes for or attributable to any period ending on or prior to the Closing; (vii) any Liability of any Company arising by reason of any violation or alleged violation of any Law, Order or other requirement of any Governmental Entity, including any Environmental, Health and Safety Laws (including those with respect to a Company's ownership or operation of any aspect of the Business or the Purchased Assets, whether on or related to any properties previously owned, leased or occupied by any Company or otherwise), to the extent any of such Liabilities results from or arises out of events, facts or circumstances occurring or existing on or prior to the Closing, notwithstanding that the date on which any Proceeding with respect thereto is commenced or made is after the Closing; (viii) any Liability of any Company for which the Purchaser may become liable as a result of or in connection with the failure by any Company to fully and properly comply with any and all bulk sales or transfers laws applicable to the transactions contemplated by this Agreement; (ix) any Liability of any Company arising out of the injury to or death of any person, or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from or related to services performed by any Company, to the extent any of such Liabilities results from or arises out of events, facts or circumstances occurring or existing on or prior to the Closing, notwithstanding that the date on which any Proceeding is commenced or made is after the Closing; (x) any Liability of any Company relating to any Proceeding arising out of or in connection with any Company's conduct of the Business prior to the Closing or any other conduct of any Company's officers, directors, employees, stockholders, consultants, agents or advisors prior to the Closing (including all Liabilities relating to or arising out of the operation actions listed on Schedule 7.14(a) and Schedule 7.17(e), whether or conduct of not ---------------- ---------------- disclosed on the BusinessSchedules hereto, notwithstanding that the date on which any such Proceeding with respect thereto is commenced or made is after the Closing; (bxi) any accounts Liability of any Company for severance pay or notes payable the like with respect to any employee of any Company that does not accept employment with the Purchaser upon completion of the Sellertransaction contemplated by this Agreement; (cxii) any Liabilities accruing under Liability relating to a contractual obligation of any Assigned Contract Company, whether written or oral, for bonuses or like payments to any director, officer or employee of any Company for the period ending on or prior to the Closing other than normal salary payments or accruals in the ordinary course of business and properly included as accrued expenses on the Latest Balance Sheet; (xiii) any Liability relating to any Employee Benefit Plan, except for post-Closing Liabilities relating to the Health Plan; (xiv) any Liability relating to vacation for the Hired Employees earned or accrued as of the Closing Date; (xv) any Liability of any Company for worker's compensation based on an event occurring prior to the Closing Date; (dxvi) any Liability of any Company which relates to the Excluded Assets; and (xvii) any other Liability of any Company not expressly assumed by the Purchaser under Section 2.1 (including any Liabilities arising out ----------- of transactions entered into at or prior to the Closing, any claimaction or inaction at or prior to the Closing, irrespective any damage, accident, injury or death occurring prior to the Closing or any state of facts existing at or prior to the legal theory Closing, regardless of when asserted, related to the development, commercialization, manufacture, packaging, import, marketing, distribution, sale or use of the Products or the use of the Purchased Assets;which are not expressly described in Section 2.2). ----------- (eb) any For convenience of reference, the Liabilities arising out of any claim, irrespective of each Company which are not included in the legal theory asserted, related to the operation of the Business (specifically identified as a liability Assumed Liabilities and are not being assumed by the Acquiror is Purchaser pursuant to Section 2.1 are collectively called the "Excluded ----------- -------- Liabilities" in this Agreement. The Companies and the Shareholders acknowledge ----------- and agree that they are retaining all of the Seller’s interest Excluded Liabilities and any potential liabilities in the pending litigation filed in the County Court will pay, discharge and perform all of the Ninth Circuit Court in Excluded Liabilities promptly when and for Orange County, Prime Dental Lab, LLC v. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D.D.S., P.A. (CASE NOas the same become due and payable.: 2020-CC-013501-O)); (f) any Liabilities related to Taxes payable in connection with the operation of the Business, the ownership, leasing, possession or use of the Purchased Assets or the sale of Products; (g) any Liabilities for pollution or contamination of the environment or damage to natural resources arising out of or related to the conduct of the Business, including any manufacture, generation, refining, processing, distribution, use, sale, treatment, recycling, receipt, storage, disposal, transportation, handling, emission, discharge, leaching, release or threatened release of any Hazardous Material in connection with the conduct of the Business; (h) any Liabilities under any Environmental, Health and Safety Laws arising out of or related to the conduct of the Business; (i) any Liabilities of the Seller to the employees of the Seller, including deferred compensation, and any Liabilities of the Seller to such employees arising from the termination of such employees’ employment with the Seller; and (j) any Liabilities of the Seller based upon Seller’s acts or omission occurring after the Closing.

Liabilities Not Being Assumed. The Acquiror (a) This Agreement is intended as and shall be deemed to be an agreement for the sale and purchase of capital stock and assets and, except as is specifically provided for in this Agreement, none of the provisions hereof shall be deemed to create any obligation or liability of the Purchaser to any Person that is not a party to this Agreement, whether under a third-party beneficiary theory, successor liability theory or otherwise. Except as is otherwise provided in this Agreement, the Purchaser shall not, as a result of the execution and consummation of this Agreement, assume, discharge or become liable for any of the liabilities, obligations, debts, contracts or other commitments of any of the Asset Sellers of any kind or nature whatsoever, known or unknown, fixed, approved, contingent or otherwise, existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing, prior to, at or subsequent to the Closing Date. (b) Anything contained in this Agreement to the contrary notwithstanding, the Purchaser is not assuming and shall not be obligated to pay or satisfy, and the Seller shall remain responsible for, any Liabilities of the Asset Sellers other than the Assumed Liabilities, whether or not relating to the Purchased Assets or the Business, all of which Liabilities shall at and after the Closing remain the exclusive responsibility and obligation of the Asset Sellers (collectively, the “"Excluded Liabilities”"). Without limiting the generality of the foregoing, including the followingPurchaser is not assuming any of the following Liabilities: (ac) any Liabilities relating Liability of any Asset Seller under this Agreement; (d) any Liability of any Asset Seller for expenses, Taxes or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement, the Related Documents or the consummation (or preparation for the consummation) of the transactions contemplated hereby or thereby (including all attorneys' and accountants' fees, and brokers' or finders' fees incurred by or imposed upon any Asset Seller); (e) any Liability of any Asset Seller for any account payable, indebtedness or expense; (f) any Liability of any Asset Seller with respect to any Taxes for any period ending on or prior to the Closing Date (or the portion ending on the Closing Date of any period that includes but does not end on the Closing Date); (g) any Liability of any Asset Seller (A) arising by reason of any violation or alleged violation of any Law or any requirement of any Governmental Entity, (B) arising under any Environmental, Health and Safety Laws, including those with respect to any Asset Seller's operation of any business or the Purchased Assets (including any properties previously owned, leased or occupied by any Asset Seller) or (C) arising by reason of any breach or alleged breach by any Asset Seller of any Contract or Order, in any such case to the extent such Liability results from or arises out of events, facts or circumstances occurring or existing on or prior to the Closing, notwithstanding that the date on which any Proceeding or Claim is commenced or made is after the Closing; (h) except as provided in SECTION 2.1(b) above, any Liability for the return by any customer of any Asset Seller of a product manufactured or sold by any Asset Seller on or prior to the Closing or any Liability or Claim for any product or service manufactured, sold, distributed or performed, as the case may be, by any Asset Seller on or prior to the Closing based on any express warranty, oral or written, or any implied warranty arising due to the statements or conduct of the Businessany Asset Seller or its employees or agents; (bi) any accounts Liability of any Asset Seller for which the Purchaser may become liable as a result of or notes payable in connection with the failure by any Asset Seller to fully and properly comply with any applicable bulk sales or transfers laws, including but not limited to any liability in connection with non-compliance with the Bulk Sales Law of Quebec. (j) any Liability of any Asset Seller arising out of the injury to or death of any person, or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from or related to products (or parts of components thereof) distributed or otherwise disposed of or for services performed by any Asset Seller, to the extent any of such Liabilities result from or arise out of events, facts or circumstances occurring or existing on or prior to the Closing, notwithstanding that the date on which any Proceeding or Claim is commenced or made is after the Closing; (k) any Liability of any Asset Seller relating to any Proceeding arising out of or in connection with its conduct of the Business or any other business prior to the Closing or any other conduct of any Asset Seller's officers, directors, employees, stockholders, consultants, agents or advisors, whether or not disclosed on the Schedules hereto; (l) except as provided in SECTION 7.10(a)(i), any Liability of any Asset Seller for severance pay or the like with respect to any employee of any Asset Seller; (cm) except as provided in SECTION 7.10(a)(i), any Liability relating to a contractual obligation of any Asset Seller, whether written or oral, for bonuses or like payments to any director, officer or employee of any Asset Seller for the period ending on or prior to the Closing; (n) any Liabilities accruing under Liability relating to any Assigned Contract Employee Benefit Plan of the Asset Sellers; (o) any Liability of any Asset Seller for worker's compensation based on an event occurring on or prior to the Closing Date; (dp) any Liability of any Asset Seller which relates to the Excluded Assets; and (q) any other Liability of any Asset Seller not expressly assumed by the Purchaser under SECTION 2.1 (including any Liabilities arising out of transactions entered into at or prior to the Closing, any claimaction or inaction at or prior to the Closing or any state of facts existing at or prior to the Closing, irrespective regardless of the legal theory when asserted, related to which are not expressly described in SECTION 2.2). Each Asset Seller acknowledges that it is retaining the developmentExcluded Liabilities, commercializationand the Asset Sellers shall pay, manufacturedischarge and perform all Excluded Liabilities promptly when due. In addition, packaging, import, marketing, distribution, sale the Purchaser is not responsible for any Liability of Leisegang GmbH (i) accruing on or use before the Closing which is not reflected as a Liability on its Statement of the Products or the use of the Purchased Assets; Assets and Liabilities and (eii) any Liabilities arising out not included in the Statement of any claim, irrespective Assets and Liabilities with respect to the termination by Leisegang GmbH of the legal theory asserted, related nine (9) employees pursuant to SECTION 7.10(a)(iii) that accrue after the operation of the Business (specifically identified as a liability not being assumed by the Acquiror is all of the Seller’s interest and any potential liabilities Closing. All such Liabilities described in the pending litigation filed in the County Court of the Ninth Circuit Court in and for Orange County, Prime Dental Lab, LLC v. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D.D.S., P.A. (CASE NO.: 2020-CC-013501-O)); (f) any Liabilities related to Taxes payable in connection with the operation of the Business, the ownership, leasing, possession or use of the Purchased Assets or the sale of Products; (g) any Liabilities for pollution or contamination of the environment or damage to natural resources arising out of or related to the conduct of the Business, including any manufacture, generation, refining, processing, distribution, use, sale, treatment, recycling, receipt, storage, disposal, transportation, handling, emission, discharge, leaching, release or threatened release of any Hazardous Material in connection with the conduct of the Business; (h) any Liabilities under any Environmental, Health and Safety Laws arising out of or related to the conduct of the Business; clauses (i) any Liabilities of the Seller to the employees of the Seller, including deferred compensation, and any Liabilities of the Seller to such employees arising from the termination of such employees’ employment with the Seller; and (jii) any Liabilities of the Seller based upon Seller’s acts or omission occurring after the Closing.shall be "Excluded Liabilities" for all purposes hereunder. ARTICLE III

Liabilities Not Being Assumed. The Acquiror is not assuming and shall not be obligated to pay or satisfy, and the Seller shall remain responsible for, any Liabilities other than the Assumed Liabilities (collectively, the “Excluded Liabilities”), including the following: (a) any Liabilities relating to or arising out of the operation or conduct of the Business;EXCEPT FOR THE ASSUMED LIABILITIES, PURCHASER SHALL NOT AND DOES NOT ASSUME ANY LIABILITIES (AS DEFINED HEREIN) OF SELLERS (OR ANY PREDECESSOR OF SELLERS OR ANY PRIOR OWNER OF ALL OR ANY PART OF THE U.S. BUSINESS OR PURCHASED ASSETS), THEIR AFFILIATES OR RELATING TO THE U.S. BUSINESS, WHETHER OR NOT ARISING OUT OF OR RELATING TO THE PURCHASED ASSETS OR THE U.S. BUSINESS OR ANY OTHER BUSINESS OF SELLERS OR THEIR AFFILIATES, ALL OF SUCH LIABILITIES SHALL AT AND AFTER THE CLOSING REMAIN THE EXCLUSIVE RESPONSIBILITY OF SELLERS OR THEIR AFFILIATES (AS APPLICABLE). (b) Without limiting the generality of Section 2.2(a), Purchaser is not assuming any of the following Liabilities: (i) any and all Liabilities (including any accrued expenses and interest) for accounts or payable and notes payable of for third- party materials or services received by Sellers or the Seller; (c) any Liabilities accruing under any Assigned Contract on or U.S. Business prior to the Closing Date; (dii) any and all Liabilities for Taxes of Sellers or any of their Affiliates, and all Liabilities for Taxes relating to the Pre-Closing Tax Period (in each case, except with respect to Transfer Taxes (which are governed by Section 9.2(b)), regardless of whether arising as a result of or in connection with the transactions contemplated hereby or otherwise); (iii) any and all Liabilities (including those Liabilities relating to Proceedings) arising under or with respect to (A) personal injury, property damage, workers' compensation, violation of Law, comprehensive and general liability claims, medical claims or any other actual or threatened Proceeding, (B) returns, product liability, guaranteed sales, advertising commitments, allowances, customer chargebacks or any other customer allowance and (C) commissions or other payments due to sales representatives, in each case in clauses (A), (B) and (C) above, only to the extent any Liability or portion thereof results from or arises out of events, facts or circumstances occurring or existing on or before the Closing Date or which are based on or related to the manufacture, distribution or sale of products or the performance of services on or before the Closing Date, notwithstanding that the date on which the Proceeding or Liability is asserted is after the Closing Date; (iv) any and all Liabilities arising out of any claim, irrespective Proceeding relating to or arising out of the legal theory asserted, related to the development, commercialization, manufacture, packaging, import, marketing, distribution, sale U.S. Business or use of the Products or the use of the Purchased Assets, only to the extent such Liability or portion thereof results from or arises out of events, facts or circumstances occurring or existing on or before the Closing Date, including all Proceedings listed in Section 5.12 of the Seller Disclosure Schedule; (ev) any and all Liabilities relating to an Excluded Asset; (vi) any and all Proceedings or Liabilities arising under any Contract which is not an Assigned Contract; (vii) any and all Liabilities of Sellers or any of their Affiliates arising by reason of any violation or alleged violation of any Law or Order, only to the extent such Liability or portion thereof results from or arises out of events, facts or circumstances occurring or existing on or prior to the Closing Date, notwithstanding that the date on which any Proceeding or Liability is asserted is after the Closing Date; (viii) any and all Liabilities of Sellers or any of their Affiliates, to any of their respective Affiliates, except as expressly provided in any of the Assigned Contracts, this Agreement or a Related Document; (ix) any and all Proceedings by and all Liabilities to employees and independent contractors for periods prior to and including the Closing Date, including any Proceedings or Liabilities arising out of any claimemployee benefit plan or arrangement (other than Liabilities to provide benefits to participants and beneficiaries under the Assumed Employee Plans), irrespective and including any Liabilities for accrued vacation and sick time of the legal theory assertedemployees who are not Transferred Employees, related Sellers' or any of their Affiliates failure to deposit or fund any amounts withheld from employees pursuant to any retirement plan or arrangement or retiree medical plan or arrangement, or any unfunded retirement plan or arrangement or retiree medical plan or arrangement or any obligations to current or former plan participants or beneficiaries under any plan or arrangement intended to provide benefits to current or former employees of Sellers or any of their Affiliates that is not expressly included in the operation Purchased Assets under Section 1.1(a)(xiv) of the Business (specifically identified as a liability not being assumed by the Acquiror is all of the Seller’s interest and any potential liabilities Seller Disclosure Schedule or provided for in the pending litigation filed in the County Court of the Ninth Circuit Court in and for Orange County, Prime Dental Lab, LLC v. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D.D.S., P.A. (CASE NO.: 2020-CC-013501-O))Article 8; (fx) any and all Liabilities related of Sellers or any of their Affiliates to Taxes payable financial institutions or other Persons for Indebtedness or with respect to Indebtedness or Liabilities of others which Sellers or any of their Affiliates has guaranteed other than in connection with the operation of the Businessan Assigned Contract, in which case, the ownership, leasing, possession Liability shall transfer to Purchaser or use of the Purchased Assets or the sale of Productsbe extinguished; (gxi) any and all Liabilities for pollution of Sellers or contamination any of the environment their Affiliates relating to or damage to natural resources arising out of and all Liabilities of Sellers or related any of their Affiliates under or arising out of this Agreement and/or any Related Document or with respect to the conduct transactions contemplated hereby and thereby, including legal and accounting fees and expenses incurred by Sellers or any of their Affiliates; and (xii) all Environmental Costs or Liabilities imposed or required by Environmental Health and Safety Laws, arising in connection with or to the Businessextent resulting from any events, facts or circumstances existing on or before the Closing Date relating to any Site, or the operations of Sellers or any of their Affiliates or their respective predecessors and assigns at such Site at any time on or before the Closing Date, including any manufacturePost-Closing effects thereof (regardless of whether such matters have been disclosed in this Agreement, generationthe Seller Disclosure Schedule or otherwise), refiningexcept to the extent, processingand only to the extent, distributionthat such Post-Closing effects are caused by or contributed to by Purchaser, usePurchaser's Affiliates, saleemployees, treatmentcontractors or assigns, recyclingincluding (A) the presence, receiptRelease, storagethreatened Release, disposal, transportation, handling, emission, discharge, leaching, release or threatened release migration of any Hazardous Material Materials, at from, in, to, on or under any Site in connection with the conduct concentrations requiring remediation or corrective action pursuant to applicable Environmental, Health and Safety Laws or at any location to which Hazardous Materials were sent by or on behalf of the Business; either Seller or any of their Affiliates or any of their respective predecessors or assigns (h"Off-Site Disposal Location"); (B) exposure to or injury (including death) of Persons as a result of Hazardous Materials at or emanating from any Site or Off-Site Disposal Location; (C) any Liabilities under fine or penalty resulting from a violation of any Environmental, Health and Safety Laws arising out Law or Permit by Sellers or any of their Affiliates or their respective predecessors and assigns (all of the above collectively defined as "Sellers' Environmental Obligations"). For purposes of this subparagraph, Purchaser shall not be deemed to have contributed to a condition existing on or before the Closing Date if there is no Purchaser Environmental Knowledge of such condition, provided, however, that Purchaser shall be deemed to have contributed to such condition if there is Purchaser Environmental Knowledge of such condition, and Purchaser shall have failed to provide timely notification of such condition to Sellers. (c) For convenience of reference, the Liabilities not being assumed by Purchaser pursuant to Section 2.2(b) of this Agreement are hereinafter collectively called the "Excluded Liabilities" in this Agreement. (d) For sake of clarity, the parties hereto provide the following example to illustrate the effect of events, facts and circumstances that exist on or before the Closing Date and after the Closing Date. If a personal injury claim is made after the Closing Date related to the conduct operation of any Facility, then to the extent the claim relates to actions on or prior to the Closing Date, the Sellers would be responsible for any Liabilities attributable to that time period, and to the extent the claim relates to actions after the Closing Date; the Purchaser would be responsible for any Liabilities attributable to that time period; it being the intention of the Business; (i) any Liabilities parties that the mere existence of the Seller event, fact or circumstance on or prior to the employees Closing Date shall not result in the Liability being solely that of the Seller, including deferred compensation, and any Liabilities of the Seller to such employees arising from the termination of such employees’ employment with the Seller; and (j) any Liabilities of the Seller based upon Seller’s acts or omission occurring after the ClosingSellers.

Liabilities Not Being Assumed. The Acquiror Anything contained in this Agreement to the contrary notwithstanding, the Purchaser is not assuming and shall not be obligated to pay or satisfy, and the Seller shall remain responsible for, any Liabilities of the Company other than the Assumed Liabilities, whether or not relating to the Purchased Assets or the Business, all of which Liabilities shall at and after the Closing remain the exclusive responsibility and obligation of the Company. Without limiting the generality of the foregoing, the Purchaser is not assuming any of the following Liabilities (collectively, the “"Excluded Liabilities”), including the following:"): (a) any Liabilities relating to or arising out Liability of the operation or conduct Company for accounts payable and expenses of the Business; (b) any accounts or notes payable Liability of the SellerCompany for expenses, Taxes or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement, the Related Documents or the consummation (or preparation for the consummation) of the transactions contemplated hereby or thereby (including all attorneys' and accountants' fees, and brokerage fees incurred by or imposed upon the Company); (c) any Liabilities accruing Liability of the Company under any Assigned Contract, arising out of a breach or alleged breach thereof that occurred as of or prior to the Closing and any Liability of the Company under any Contract which is not an Assigned Contract, whether or not arising out of a breach or alleged breach thereof; (d) any Liability of the Company with respect to any Taxes; (e) any Liability of the Company (A) arising by reason of any violation or alleged violation of any Law or any requirement of any Governmental Entity, (B) arising under any Environmental, Health and Safety Laws, including, without limitation, those with respect to the Company's operation of any business or the Purchased Assets (including, without limitation, any properties previously owned, leased or occupied by the Company) or (C) arising by reason of any breach or alleged breach by the Company of any Contract or Order, in any such case to the extent such Liability results from or arises out of events, facts or circumstances occurring or existing on or prior to the Closing, notwithstanding that the date on which any Proceeding or Claim is commenced or made is after the Closing; (f) except for the Warranty Liability provided in Section 2.1(b), any Liability for the return by any customer of the Company of any product distributed by the Company on or prior to the Closing or any Liability or Claim for any product or service sold or distributed or performed, as the case may be, by the Company on or prior to the Closing including such Liability based on any express warranty, oral or written, or any implied warranty arising due to the statements or conduct of the Company or the Company's employees or agents; (g) any Liability of the Company which the Purchaser may become liable for as a result of or in connection with the failure by the Company to fully and properly comply with any bulk sales or transfer laws applicable to the Sale; (h) any Liability of the Company arising out of the injury to or death of any person, or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from or related to products (or parts or components thereof) distributed or otherwise disposed of or for services performed by the Company, to the extent any of such Liabilities result from or arise out of events, facts or circumstances occurring or existing on or prior to the Closing, notwithstanding that the date on which any Proceeding or Claim is commenced or made is after the Closing; (i) any Liability of the Company relating to any Proceeding arising out of or in connection with the Company's conduct of the Business prior to the Closing or any other conduct of the Company's officers, directors, employees, stockholders, consultants, agents or advisors, whether or not disclosed on the Schedules hereto; (j) any Liability of the Company for severance pay or the like or pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (as amended, "COBRA") with respect to any employee of the Company that does not remain an employee of the Company upon completion of the transaction contemplated by this Agreement; (k) any Liability relating to a contractual obligation of the Company, whether written or oral, for bonuses or like payments to any director, officer or employee of the Company for the period ending on or prior to the Closing; (l) any Liability relating to any Employee Benefit Plan; (m) any Liability of the Company for worker's compensation based on an event occurring prior to the Closing Date; (dn) any Liabilities arising out of any claim, irrespective Liability of the legal theory asserted, related Company which relates to the development, commercialization, manufacture, packaging, import, marketing, distribution, sale or use of the Products or the use of the Purchased Excluded Assets; (e) any Liabilities arising out of any claim, irrespective of the legal theory asserted, related to the operation of the Business (specifically identified as a liability not being assumed by the Acquiror is all of the Seller’s interest and any potential liabilities in the pending litigation filed in the County Court of the Ninth Circuit Court in and for Orange County, Prime Dental Lab, LLC v. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, D.D.S., P.A. (CASE NO.: 2020-CC-013501-O)); (f) any Liabilities related to Taxes payable in connection with the operation of the Business, the ownership, leasing, possession or use of the Purchased Assets or the sale of Products; (g) any Liabilities for pollution or contamination of the environment or damage to natural resources arising out of or related to the conduct of the Business, including any manufacture, generation, refining, processing, distribution, use, sale, treatment, recycling, receipt, storage, disposal, transportation, handling, emission, discharge, leaching, release or threatened release of any Hazardous Material in connection with the conduct of the Business; (h) any Liabilities under any Environmental, Health and Safety Laws arising out of or related to the conduct of the Business; (i) any Liabilities of the Seller to the employees of the Seller, including deferred compensation, and any Liabilities of the Seller to such employees arising from the termination of such employees’ employment with the Seller; and (jo) any Liabilities other Liability of the Seller based upon Seller’s acts or omission occurring after Company not expressly assumed by the ClosingPurchaser under Section 2.1. The Company acknowledges that it is retaining the Excluded Liabilities, and the Company shall pay, discharge and perform all the Excluded Liabilities.