Common use of Non-Assumption of Liabilities Clause in Contracts

Non-Assumption of Liabilities. Purchaser shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for, or incur any liability or obligation of any nature of the Sellers, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, or incur any liability for whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, arising out of occurrences prior to the Closing Date arising out of or relating to: (a) violation of the requirements of any governmental authority or of the rights of any third person, relating to the reporting and payment of federal, state, or other income Tax Liabilities of Sellers; (b) any severance pay, or accrued vacation pay obligation or any other potential claims that could be brought or alleged by any of the Sellers employees for periods prior to the Closing Date, or any obligations under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Sellers or to which any of the Sellers contributes or any contributions, benefits or liabilities therefore or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Sellers; (c) the interest bearing debts of the Sellers, (d) any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, (e) liabilities or obligations of the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder, (f) any and all liability and obligation for commissions and bonuses listed on Schedule 3.13; and (g) any rights, liabilities or responsibilities for any lease agreement that is not listed in Schedule 1.4(e).

Non-Assumption of Liabilities. Other than pursuant to the Sublease Agreement(s), neither the Purchaser shall notnor any of its Affiliates will, by directly or indirectly, assume any Liability of the execution and performance of this Agreement Seller or otherwise, assume, become responsible for, or incur any liability or obligation its Affiliates of any nature kind, character or description attributable to the conduct of the Sellers, except for Subject Business or the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, ownership or incur any liability for whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, arising out of occurrences prior to the Closing Date arising out of or relating to: (a) violation use of the requirements of any governmental authority or of the rights of any third personTransferred Assets, relating to the reporting and payment of federalin each case, state, or other income Tax Liabilities of Sellers; (b) any severance pay, or accrued vacation pay obligation or any other potential claims that could be brought or alleged by any of the Sellers employees for periods prior to the Closing Date, regardless of when discovered or reported, including, but not limited to, the following Liabilities, which shall remain Liabilities of the Seller and/or its Affiliates: (a) any Liability relating to any failure or alleged failure to comply with, or any obligations under violation or alleged violation of, any Applicable Law, which failure or violation occurred or is alleged to have occurred prior to the Closing Date; (b) any Liability relating to any breach of any contract included in the Transferred Assets occurring prior to the Closing Date; (c) any Liability with respect to (i) any employee benefit plan or employee benefits maintained by the Seller, (within ii) the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Sellers or to which any of the Sellers contributes or any contributions, benefits or liabilities therefore or any liability for the withdrawal or partial withdrawal from or termination of any such employee benefits or employee benefit plan or program by the Sellers; Seller, (ciii) payroll and employee benefits accrued by any employee of the Seller, (iv) the interest bearing debts termination of employment of any officer, employee, Representative, or Producer by the Seller (including, but not limited to, any such termination deemed to have occurred upon the consummation of the Sellerstransactions contemplated by this Agreement) or (v) any “Success Bonus”, “Stay Bonus” or other bonus payable to any Transferred Employee pursuant to any bonus plan of Seller or its Affiliates; (d) any violation legal, accounting, transactional, consultant, financial advisor or other expense relating to the negotiation and consummation of the transactions contemplated by this Agreement by or on behalf of the Sellers of any federalSeller and its Affiliates, state or local antitrustshareholders, racketeering or trade practice lawequity holders, officers, directors, and Representatives; (e) liabilities or obligations any Liability arising under the express terms and conditions of the Sellers for brokerage Insurance Contracts produced, issued, renewed or other commissions relative written by the Seller prior to this Agreement or the transactions contemplated hereunder, Closing Date; and (f) any and all liability and obligation Liability for commissions and bonuses listed on Schedule 3.13; and (g) any rights, liabilities or responsibilities for any lease agreement that is not listed in Schedule 1.4(e).Taxes related to the Subject Business arising prior to the Closing Date

Non-Assumption of Liabilities. Other than the Assumed Liabilities, the Purchaser does not assume, and shall notin no event be liable for any claims, by liabilities, damages, debts or obligations of the execution and performance Sellers of this Agreement any nature whatsoever, whether accrued, absolute, matured, contingent or otherwise, assumerelating to any period prior to (i) in the case of the portion of the Business represented by the First Closing Acquired Balance Sheet, become responsible forthe First Closing Date and (ii) in the case of the portion of the Business represented by the Second Closing Acquired Balance Sheet, the Second Closing Date (the “Non-Assumed Liabilities”), including, without limitation: (a) third party property damage claims against the Business relating to any period prior to (i) in the case of the portion of the Business represented by the First Closing Acquired Balance Sheet, the First Closing Date and (ii) in the case of the portion of the Business represented by the Second Closing Acquired Balance Sheet, the Second Closing Date (collectively, “Third Party Damage Claims”); (b) any claim, obligation or incur liability of the Sellers with respect to violation of laws, including, without limitation, any claim, liability or obligation of the Sellers with respect to any nature violation of Environmental Laws or environmental restrictions at any of the Sellers, except for properties covered by the Assumed Liabilities being assumed under Section 1.6 hereof. By way Real Estate Leases or otherwise; (c) any claim, obligation or liability of illustration, Purchaser shall not assume, become responsible for, the Sellers or incur any liability for whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, arising out of occurrences prior to the Closing Date Business arising out of or relating to: (a) violation in connection with this Agreement and the consummation of the requirements transactions contemplated herein, including, without limitation, counsel, accountant, investment banker, financial advisor or consultant, or finder’s fees of the Seller; (d) any Accounts Payable, notes payable or expenses, claims, debts, contracts, agreements, leases or other obligations or liabilities of any governmental authority or kind of the rights of any third person, relating to the reporting and payment of federal, state, or other income Tax Liabilities of Sellers; ; (be) any severance claim, obligation or liability of the Sellers to any of its current or former employees for employment-related claims or for payment due as result of employment, severance, overtime pay, or meal breaks, accrued vacation pay obligation vacation, willful dismissal, unpaid commissions, workers’ compensation, common law wrongful dismissal, termination or any other potential claims that could be brought or alleged by any labor matters (including those related to organized labor, labor unions and/or collective bargaining) whatsoever, whether arising under the laws of the Sellers employees for periods prior to the Closing DateUnited States of America (including, or any obligations under any employee benefit plan (within the meaning of Section 3(3) of without limitation, the Employee Retirement Income Security Act of 1974, as amended) amended (ERISA)), Canada or any state, county, city or any other fringe benefit program maintained or sponsored by Sellers or to which any of the Sellers contributes or any contributions, benefits or liabilities therefore or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Sellers; jurisdiction; (c) the interest bearing debts of the Sellers, (df) any violation by the Sellers of any federalclaim, state obligation or local antitrust, racketeering or trade practice law, (e) liabilities or obligations liability of the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder, (f) any and all liability and obligation for commissions and bonuses listed on Schedule 3.13; and unpaid Taxes; (g) any rightslitigation, liabilities arbitration, mediation or responsibilities for similar claims against any lease agreement that is not listed of the Sellers; (h) any claim, obligation or liability of the Sellers to the landlord of any location of the Sellers; and (i) obligations under any contracts other than the Purchased Contracts, unless specifically assumed herein and workmanship warranty liability obligations under Verizon Tampa Contracts in Schedule 1.4(eexcess of $25,000 per occurrence and $150,000 annually (“Non-Assumed Verizon Tampa Warranty Obligations”). Nothing contained in any third-party agreements, documents or assignments entered into by the Purchaser in connection with or related to this Agreement and the transactions contemplated herein, shall operate as, or be construed to create an assumption by the Purchaser of any of the Non-Assumed Liabilities, or in any way modify the Sellers obligations contained in this Agreement.

Non-Assumption of Liabilities. Purchaser Except as specifically set forth in this Section 2.2, Buyer expressly does not, and shall not, by the execution and performance of assume or be deemed to have assumed under this Agreement or by reason of any transaction contemplated hereunder, any debts, liabilities (contingent or otherwise) or obligations of any Seller of any nature whatsoever. Buyer shall and hereby agrees to assume and discharge as of the Effective Time, assume(i) the obligations arising subsequent to the Effective Time under the Included Contracts and (ii) payment for the piece goods and inventory on order listed on Schedule 2.2 hereto (collectively, become responsible forthe “Assumed Obligations”); provided, however, that notwithstanding any other provision of this Agreement, the Assumed Obligations shall not include (i) any debts, liabilities (contingent or otherwise) or obligations of any Seller (including, without limitation, trade accounts payable and liabilities that should be accrued on the Financial Statements (as defined herein) in accordance with generally accepted accounting principles up to and including the Closing Date) with respect to those Assumed Obligations referred to in this Section, arising out of any Contract (a) required to be listed but not listed on Schedule 1.2(c) hereto (regardless of any knowledge thereof on the part of Buyer) and (b) the benefits of which are not validly assigned to Buyer, (ii) any liability or obligation for Taxes, whether or not accrued, assessed or currently due and payable (a) of any Seller, whether or not it relates to the operation of any Seller’s business, (b) arising from the operation of any Seller’s business or the ownership of the Assets on or prior to the Effective Time, or incur (c) arising out of the consummation of the transactions contemplated hereby (for purposes of this Section 2.2, all real property Taxes, personal property Taxes and similar ad valorem obligations levied with respect to the Assets for a Tax period that includes (but does not end on) the Closing Date shall be apportioned between Sellers and Buyer based upon the number of days of such period included in the Tax period before (and including) the Closing Date and the number of days of such Tax period after the Closing Date), or (iii) any liability or obligation of any nature Seller to or with respect to employees and other personnel (their spouses, dependents and beneficiaries) of the Sellersany Seller or any Employee Plan (as defined in Section 3.13), unless and except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, or incur any liability for whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, arising out of occurrences prior to the Closing Date arising out of extent such liability or relating to: (a) violation of the requirements of any governmental authority or of the rights of any third person, relating to the reporting and payment of federal, state, or other income Tax Liabilities of Sellers; (b) any severance pay, or accrued vacation pay obligation or any other potential claims that could be brought or alleged is specifically assumed by any of the Sellers employees for periods prior to the Closing Date, or any obligations Buyer under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Sellers or to which any of the Sellers contributes or any contributions, benefits or liabilities therefore or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Sellers; (c) the interest bearing debts of the Sellers, (d) any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, (e) liabilities or obligations of the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder, (f) any and all liability and obligation for commissions and bonuses listed on Schedule 3.13; and (g) any rights, liabilities or responsibilities for any lease agreement that is not listed in Schedule 1.4(e)Agreement.

Non-Assumption of Liabilities. Purchaser shall notNotwithstanding the provisions of Section 3.1, by Assumed Liabilities expressly do not include the execution and performance following Liabilities of this Agreement Sellers (the “Retained Liabilities”): (i) all Taxes arising from or otherwise, assume, become responsible for, with respect to the Purchased Assets or incur the operation of the Business that are incurred in or attributable to any Pre-Closing Tax Period (subject to Purchaser’s obligation to pay its portion of the Transfer Taxes pursuant to Section 11.4); (ii) any liability pursuant to any Environmental Law to the extent arising from or obligation of relating to any nature action, event, circumstance or condition occurring or existing in respect of the Sellers, except for Seller Assets or the Assumed Business on or prior to the Closing Date; (iii) any Indebtedness or guarantees thereof outstanding as of the Closing Date; (iv) any Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, or incur any liability for whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, arising out of occurrences or relating to a pending or actual breach of or default under any Assumed Contract by Sellers occurring prior to the Closing Date; (v) any Liability arising out of Products of Sellers sold prior to Closing, including product liability claims (but excluding warranty claims to the extent assumed by Purchaser pursuant to Section 3.1.3); (vi) any Liability arising out of claims of infringement of any Intellectual Property or Technology used in the Business for infringements occurring prior to Closing; (vii) any Liability arising out of any Claim pending as of the Closing Date or arising out of any act or omission of Sellers prior to the Closing Date (other than any Liabilities that the Purchaser has expressly agreed to assume under Sections 3.1.1 through 3.1.5 above); (viii) any Liability arising out of or resulting from Sellers’ non-compliance with any Law or any Order of any Governmental Authority; (ix) any Liability relating to: to any indemnification obligation of Sellers with respect to its officers or directors; (x) any Liability of Sellers relating to the Contracts under which Purchaser receives Assigned Rights through Section 2.1.10; (xi) all unpaid compensation, commissions, performance bonuses or severance owed or payable to any of Sellers’ employees, contractors or agents, including, without limitation, any such amounts that are owed or become due (a) violation as a result of the requirements sale of any governmental authority or of the rights of any third person, relating to the reporting and payment of federal, stateassets contemplated by this Agreement, or other income Tax Liabilities of Sellers; (b) any severance payon or before, or accrued vacation pay obligation payable for periods prior to, the Closing Date, or any other potential claims (c) that could are or have been claimed by Sellers’ employees to be brought due or alleged by any of the Sellers employees payable for periods prior to the Closing Date, ; (xii) any Liability or obligation relating to any Retained Contract or Retained Asset; (xiii) all obligations of Sellers under any employee benefit plan Section 3.3.3 and liabilities in connection therewith; and (within the meaning of Section 3(3xiv) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Sellers or to which any of the Sellers contributes or any contributionsdebts, benefits or liabilities therefore or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Sellers; (c) the interest bearing debts of the Sellers, (d) any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, (e) liabilities or obligations of Sellers not expressly included in the Sellers for brokerage or other commissions relative to Assumed Liabilities, including those payables set forth on Schedule 3.1.1. 3.2.1. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged as and when due by Sellers, and nothing contained in this Agreement shall be construed as imposing, directly or the transactions contemplated hereunderindirectly, (f) on Purchaser any and all liability and or obligation for commissions and bonuses listed on Schedule 3.13; and (g) any rights, liabilities or responsibilities for any lease agreement that is not listed in Schedule 1.4(e)the Retained Liabilities.

Non-Assumption of Liabilities. Purchaser shall notNotwithstanding the provisions of Section 3.1, by Assumed Liabilities expressly do not include the execution and performance following Liabilities of this Agreement Seller (the “Retained Liabilities”): all Taxes arising from or otherwise, assume, become responsible for, with respect to the Purchased Assets or incur any liability or obligation of any nature the operation of the SellersBusiness that are incurred in or attributable to any Pre-Closing Tax Period; any Liability pursuant to any Environmental Law to the extent arising from or relating to any action, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustrationevent, Purchaser shall not assume, become responsible for, circumstance or incur any liability for whether legal condition occurring or equitable, matured existing on or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, arising out of occurrences prior to the Closing Date Date; any Indebtedness or guarantees thereof outstanding as of the Closing Date; any Liabilities arising out of or relating to: (a) violation to a pending or actual breach of the requirements of or default under any governmental authority or of the rights of any third person, relating to the reporting and payment of federal, state, or other income Tax Liabilities of Sellers; (b) any severance pay, or accrued vacation pay obligation or any other potential claims that could be brought or alleged Assumed Contract by any of the Sellers employees for periods Seller occurring prior to the Closing Date; any Liability arising out of or related to products of Seller manufactured, installed or sold prior to Closing, including product liability claims (but excluding warranty claims assumed by Purchaser pursuant to Section 3.1.3); any Liability arising out of claims of infringement of any Intellectual Property or Technology used in the Business for infringements occurring prior to Closing; any Liability arising out of any Claim pending as of the Closing Date or arising out of any act or omission of Seller prior to the Closing Date; any Liability arising out of or resulting from Seller’s non-compliance with any Law or any Order of any Governmental Authority; any Liability relating to any indemnification obligation of Seller with respect to its officers or directors; any Liability of Seller relating to the Contracts under which Purchaser receives Assigned Rights through Section 2.1.11; all accrued but unpaid performance bonuses owed to Seller’s employees, any Liability or obligation relating to any Retained Contract or Retained Asset; all obligations of Seller under Section 3.3.3 and liabilities in connection therewith, including, without limitation, any employee benefit plan (within change of control payments or incentive payments to ▇▇▇▇ ▇▇▇▇▇▇▇ or other Persons that are triggered by the meaning of Section 3(3) consummation of the Employee Retirement Income Security Act of 1974, as amended) or transactions under this Agreement; and any other fringe benefit program maintained or sponsored by Sellers or to which any of the Sellers contributes or any contributionsdebts, benefits or liabilities therefore or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Sellers; (c) the interest bearing debts of the Sellers, (d) any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, (e) liabilities or obligations of Seller not expressly included in the Sellers for brokerage or other commissions relative to Assumed Liabilities. 3.2.1. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged as and when due by Seller, and nothing contained in this Agreement shall be construed as imposing, directly or the transactions contemplated hereunderindirectly, (f) on Purchaser any and all liability and Liability or obligation for commissions and bonuses listed on Schedule 3.13; and (g) any rights, liabilities or responsibilities for any lease agreement that is not listed in Schedule 1.4(e)the Retained Liabilities.

Non-Assumption of Liabilities. Purchaser shall notNotwithstanding the provisions of Section 3.1, by Assumed Liabilities expressly do not include the execution and performance of this Agreement or otherwise, assume, become responsible for, or incur any liability or obligation of any nature following Liabilities of the SellersCompany (the “Retained Liabilities”); trade payables, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustrationaccount payables, Purchaser shall not assume, become responsible for, or incur any liability for whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, accrued expenses and other current liabilities arising out of occurrences prior to of, accruing or resulting from the Closing Date arising out of or relating to: (a) violation operation of the requirements Business, the sale of any governmental authority Products or the use, ownership or operation of the rights of any third personPurchased Assets, relating to the reporting and payment of federalin each case, state, or other income Tax Liabilities of Sellers; (b) any severance pay, or accrued vacation pay obligation or any other potential claims that could be brought or alleged by any of the Sellers employees for periods prior to the Closing Date; all Taxes arising from or with respect to the Purchased Assets or the operation of the Business that are incurred in or attributable to any Pre-Closing Tax Period; any liability pursuant to any Environmental Law to the extent arising from or relating to any action, event, circumstance or condition occurring or existing on or prior to the Closing Date; any Indebtedness or guarantees thereof outstanding as of the Closing Date (except for obligations in respect of the Assumed Contracts to the extent assumed under Section 3.1.2 above); any liability arising under the Assumed Contracts with respect to any breach or default of the Company existing on or prior to the Closing Date; any liability arising out of or related to Products of the Company manufactured or sold prior to Closing, including product liability claims but excluding warranty claims assumed by Purchaser pursuant to Section 3.1.4; any Liability arising out of claims of infringement of any Intellectual Property to the extent attributable to infringements for periods prior to Closing; any Liability arising out of any Claim pending as of the Closing Date or arising out of any act or omission of the Company prior to the Closing Date; any Liability arising out of or resulting from the Company’s non-compliance with any Law or any obligations Order of any Governmental Authority; any liability relating to any indemnification obligation of the Company with respect to its officers or directors; any liability of the Company relating to the Contracts under which Purchaser receives Assigned Rights under Section 2.1.10; all accrued but unpaid performance bonuses owed to the Company’s employees, any liability or obligation arising under any employee benefit plan (within the meaning of Section 3(3) Retained Contract or Retained Asset; all obligations of the Employee Retirement Income Security Act of 1974, as amended) or Company under Section 3.3.3 and liabilities in connection therewith; and any other fringe benefit program maintained or sponsored by Sellers or to which any of the Sellers contributes or any contributionsdebts, benefits or liabilities therefore or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Sellers; (c) the interest bearing debts of the Sellers, (d) any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, (e) liabilities or obligations of the Company not expressly included in the Assumed Liabilities. 3.2.1. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Sellers for brokerage or other commissions relative to and nothing contained in this Agreement shall be construed as imposing, directly or the transactions contemplated hereunderindirectly, (f) on Purchaser any and all liability and or obligation for commissions and bonuses listed on Schedule 3.13; and (g) any rightssuch debts, liabilities liabilities, or responsibilities for any lease agreement that is not listed in Schedule 1.4(e)obligations of the Company.

Non-Assumption of Liabilities. Notwithstanding the provisions of Section 3.1, Assumed Liabilities expressly do not include the following Liabilities of Seller (the “Retained Liabilities”); all Taxes arising from or with respect to the Purchased Assets (other than the portion of Transfer Taxes, if any, for which Purchaser shall not, by is responsible in accordance with Section 8.7.2) or the execution and performance operation of this Agreement the GlobalTrak Business that are incurred in or otherwise, assume, become responsible for, or incur attributable to any Pre-Closing Tax Period; any liability or obligation of pursuant to any nature of the Sellers, except for the Assumed Liabilities being assumed under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, or incur any liability for whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, arising out of occurrences prior Environmental Law to the Closing Date extent arising out of from or relating to: (a) violation of the requirements of to any governmental authority action, event, circumstance or of the rights of any third person, relating to the reporting and payment of federal, state, condition occurring or other income Tax Liabilities of Sellers; (b) any severance pay, existing on or accrued vacation pay obligation or any other potential claims that could be brought or alleged by any of the Sellers employees for periods prior to the Closing Date; any Indebtedness outstanding as of the Closing Date (except for obligations in respect of the Assumed Contracts to the extent assumed or to be assumed in accordance with Section 3.1.2 above, and the debts, obligations and liabilities to the extent assumed or to be assumed in accordance with Section 3.1.1 above); any liability existing immediately prior to Closing of the GlobalTrak Business to Seller or any obligations of its Affiliates; any liability arising under the Assumed Contracts with respect to any employee benefit plan breach or default of Seller existing on or prior to the Closing Date; any liability arising out of or related to Products of Seller manufactured or sold prior to Closing, including product liability claims (within the meaning but excluding warranty claims assumed by Purchaser pursuant to Section 3.1.3); any Liability arising out of Section 3(3) claims of infringement of any Intellectual Property or Technology for infringements occurring prior to Closing; any Liability arising out of any Claim pending as of the Employee Retirement Income Security Act Closing Date or arising out of 1974, as amended) any act or omission of Seller prior to the Closing Date; any Liability arising out of or resulting from Seller’s non-compliance with any Law or any other fringe benefit program maintained or sponsored by Sellers or to which Order of any Governmental Authority in connection with the operation of the Sellers contributes or any contributions, benefits or liabilities therefore or GlobalTrak Business prior to the Closing; any liability for relating to any indemnification obligation of Seller with respect to its officers or directors; any liability of Seller relating to the withdrawal Contracts under which Purchaser receives Assigned Rights through Section 2.1.10; all accrued but unpaid performance bonuses owed to Seller’s employees, any liability or partial withdrawal from or termination obligation relating to any Retained Asset; all obligations of Seller under Section 3.3.3 and liabilities in connection therewith; and any such plan or program by the Sellers; (c) the interest bearing debts of the Sellersother debts, (d) any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, (e) liabilities or obligations of Seller not expressly included in the Sellers for brokerage or other commissions relative to Assumed Liabilities. 3.2.1. The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller and nothing contained in this Agreement shall be construed as imposing, directly or the transactions contemplated hereunderindirectly, (f) on Purchaser any and all liability and or obligation for commissions and bonuses listed on Schedule 3.13; and (g) any rights, liabilities or responsibilities for any lease agreement that is not listed in Schedule 1.4(e)such Retained Liabilities.

Non-Assumption of Liabilities. Purchaser shall not, by the execution and performance of this Agreement or otherwise, assume, become responsible for, or incur any liability or obligation of any nature of the Sellers, except for the Assumed Liabilities being assumed described under Section 1.6 hereof. By way of illustration, Purchaser shall not assume, become responsible for, or incur any liability for whether legal or equitable, matured or contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary, patent or latent, arising out of occurrences prior to the Closing Date arising out of or relating to: (a) the operation of the Company or the Car Washes Business or the Assets prior to Closing; (b) violation of the requirements of any governmental authority or of the rights of any third person, relating to the reporting and payment of federal, state, or other income Tax Liabilities of Sellers; (bc) any severance pay, or bonuses, sick pay, accrued vacation pay obligation or other benefits, or any other claims or potential claims that have been or could be brought or alleged by any of the Sellers Sellers' employees for periods prior to the Closing Date, ; (d) or any obligations under any employee benefit plan (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) or any other fringe benefit program maintained or sponsored by Sellers or to which any of the Sellers contributes or any contributions, benefits or liabilities therefore or any liability for the withdrawal or partial withdrawal from or termination of any such plan or program by the Sellers; (ce) the interest bearing debts of the Sellers, ; (df) any violation by the Sellers of any federal, state or local antitrust, racketeering or trade practice law, ; (eg) liabilities of the Company under the agreements and contracts listed in Schedule 1.7(f); (h) liabilities or obligations of the Sellers for brokerage or other commissions relative to this Agreement or the transactions contemplated hereunder, ; and (fi) any and all liability and obligation for commissions and bonuses listed on Schedule 3.13; and (g) any rights, liabilities or responsibilities for any lease agreement that is not listed in Schedule 1.4(e)3.12.