to, on or
after the Closing Date (collectively, "Excluded Liabilities"), including,
without limitation:
26
(I)
ALL OBLIGATIONS, DUTIES AND LIABILITIES OF SELLERS UNDER THIS
AGREEMENT, THE ANCILLARY AGREEMENTS OR ANY OTHER CERTIFICATE, INSTRUMENT OR
OTHER AGREEMENT ENTERED INTO IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED
HEREBY;
(II)
OBLIGATIONS, DUTIES AND LIABILITIES RELATED TO OR ARISING OUT OF
THE USE OR OWNERSHIP OF ANY EXCLUDED ASSET;
(III)
OBLIGATIONS, DUTIES AND LIABILITIES TO THE EXTENT ARISING FROM OR
AS A RESULT OF ANY BUSINESS OF SELLERS, INCLUDING THE BUSINESS, OTHER THAN THE
ASSUMED LIABILITIES, INCLUDING ANY ACTION, SUIT, CLAIM OR PROCEEDING THERETO,
REGARDLESS OF WHEN FILED AND REGARDLESS OF WHETHER AN ACCRUAL IN RESPECT THEREOF
IS INCLUDED ON THE CURRENT BALANCE SHEET OR THE CLOSING BALANCE SHEET.
(IV)
OTHER THAN BUYER'S TRANSFER TAXES, ANY LIABILITIES FOR TAXES OF
THE SELLERS, OR ANY MEMBER OF ANY CONSOLIDATED, AFFILIATED, COMBINED OR UNITARY
GROUP OF CORPORATIONS OF WHICH ANY SELLER IS OR HAS BEEN A MEMBER, FOR TAXES AND
ANY LIABILITIES FOR TAXES ATTRIBUTABLE TO THE PURCHASED ASSETS FOR ANY
PRE-CLOSING TAX PERIOD ARISING FROM THE OPERATION OF THE BUSINESS PRIOR TO THE
CLOSING;
(V)
ALL ACCOUNTING, CONSULTING, FINDERS, INVESTMENT BANKING, LEGAL AND
SIMILAR FEES AND EXPENSES INCURRED BY SELLERS IN CONNECTION WITH THE NEGOTIATION
OF THIS AGREEMENT OR ANY ANCILLARY AGREEMENT, AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY;
(VI)
ANY LIABILITIES OR OBLIGATIONS OF SELLERS UNDER ANY CONTRACTS
OTHER THAN THE ASSUMED CONTRACTS;
(VII)
ANY AND ALL WARRANTY LIABILITIES OR OBLIGATIONS OF SELLERS AND
THEIR RESPECTIVE SUBSIDIARIES TO THE EXTENT NOT ASSUMED LIABILITIES;
(VIII)
THE LIABILITIES AND OBLIGATIONS SET FORTH ON SCHEDULE 2.2(B)(I);
(IX)
ANY INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL
PROPERTY RIGHTS OF ANY OTHER PERSON, INCLUDING BUT NOT LIMITED TO SELLERS'
INTELLECTUAL PROPERTY, ARISING OUT OF ANY ACTION OF SELLERS ON OR PRIOR TO THE
CLOSING OR ANY MISAPPROPRIATION OR MISUSE OF ANY TECHNOLOGY OR ANY OTHER RIGHT
OF ANOTHER PERSON ARISING OUT OF ANY ACTION OF SELLERS PRIOR TO THE CLOSING;
(X)
ANY LIABILITY OF SELLERS ARISING BY REASON OF ANY VIOLATION OR
ALLEGED VIOLATION OF ANY JUDGMENT, ORDER, DECREE, STATUTE, LAW, RULE OF COMMON
LAW, CODE AND REGULATIONS TO THE EXTENT SUCH LIABILITY RESULTS FROM OR ARISES
OUT OF EVENTS, FACTS OR CIRCUMSTANCES OCCURRING OR EXISTING PRIOR TO THE
CLOSING;
(XI)
ANY LIABILITIES OR OBLIGATIONS OF SELLERS OR THEIR ERISA
AFFILIATES OR RESPECTIVE SUBSIDIARIES ARISING OUT OF OR IN CONNECTION WITH
(A) ANY SELLERS' EMPLOYEE PLAN AT ANY TIME MAINTAINED, SPONSORED, CONTRIBUTED TO
OR REQUIRED TO BE CONTRIBUTED TO BY OR WITH RESPECT TO SELLERS OR THEIR ERISA
AFFILIATE OR RESPECTIVE SUBSIDIARIES OR (B) ANY EMPLOYMENT PRACTICES OF SELLERS
OR THEIR ERISA AFFILIATES OR RESPECTIVE SUBSIDIARIES;
27
(XII)
ALL LIABILITIES AND OBLIGATIONS OF SELLERS AND THEIR ERISA
AFFILIATES AND RESPECTIVE SUBSIDIARIES TO ANY CURRENT, FORMER OR PROSPECTIVE
EMPLOYEES OR ANY OF THEIR SPOUSES, BENEFICIARIES OR OTHER DEPENDENTS (INCLUDING
THE HIRED EMPLOYEES DURING THE PERIOD EMPLOYED BY SELLERS THROUGH THEIR
TERMINATION BY SELLERS) INCLUDING WITHOUT LIMITATION,