ARE ASSUMED LIABILITIES.
1.5
EXCLUDED LIABILITIES.
NOTWITHSTANDING ANY DISCLOSURE IN ANY OTHER
SCHEDULE OR EXHIBIT HERETO, PURCHASER SHALL NOT ASSUME ANY LIABILITIES,
OBLIGATIONS OR COMMITMENTS OF THE SELLER RELATING TO OR ARISING OUT OF THE
OPERATION OF THE BUSINESS OR THE OWNERSHIP OF THE ACQUIRED ASSETS PRIOR TO THE
CLOSING DATE OTHER THAN THE ASSUMED LIABILITIES.
NOTWITHSTANDING ANYTHING TO
THE CONTRARY IN THIS AGREEMENT, PURCHASER SHALL NOT ASSUME OR IN ANY WAY BECOME
LIABLE FOR ANY OF THE DEBTS, LIABILITIES, OR OBLIGATIONS OF ANY NATURE
WHATSOEVER (OTHER THAN THE ASSUMED LIABILITIES) RELATING TO ANY SELLER, THE
BUSINESS OR THE ACQUIRED ASSETS, WHETHER ACCRUED, ABSOLUTE, CONTINGENT OR
OTHERWISE, WHETHER KNOWN OR UNKNOWN, WHETHER DUE OR TO BECOME DUE, WHETHER
RELATED TO THE BUSINESS OR THE ACQUIRED ASSETS AND WHETHER DISCLOSED ON THE
SCHEDULES ATTACHED HERETO, AND REGARDLESS OF WHEN OR BY WHOM ASSERTED THAT ARE
DESCRIBED IN CLAUSES (A) THROUGH (P) BELOW (COLLECTIVELY REFERRED TO HEREIN AS
THE "EXCLUDED LIABILITIES"):
(A)
ANY OF THE SELLER'S LIABILITIES OR OBLIGATIONS UNDER THIS
AGREEMENT, THE SCHEDULES ATTACHED HERETO AND ANY OTHER AGREEMENTS ENTERED INTO
BY THE SELLER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT;
(B)
ANY OF THE SELLER'S LIABILITIES OR OBLIGATIONS 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',
ACCOUNTANTS' AND BROKERAGE FEES);
(C)
ANY LIABILITY OR OBLIGATION OF THE SELLER FOR TAXES FOR ANY
PERIOD, INCLUDING ANY TAXES IMPOSED UNDER CODE SECTION 1374;
(D)
ANY LIABILITY OR OBLIGATION UNDER OR WITH RESPECT TO ANY EMPLOYEE
BENEFIT PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, PROGRAM, POLICY OR ARRANGEMENT
PRESENTLY OR FORMERLY MAINTAINED OR CONTRIBUTED TO BY SELLERS OR ITS ERISA
AFFILIATES, OR WITH RESPECT TO WHICH THE SELLER OR ANY SUCH ERISA AFFILIATE HAS
ANY LIABILITY;
(E)
ANY LIABILITY OR OBLIGATION WITH RESPECT TO ANY PRODUCTS DELIVERED
OR DEVELOPED OR SERVICES PERFORMED PRIOR TO THE CLOSING IN RESPECT OF PRODUCT
LIABILITY, INFRINGEMENT, MISAPPROPRIATION, VIOLATION OF ANY LAW OF ANY
GOVERNMENTAL ENTITY OR ANY RELATED CLAIMS OR LITIGATION;
(F)
ANY OF THE SELLER'S LIABILITIES OR OBLIGATIONS FOR VACATION PAY,
SICK PAY, HOLIDAY PAY, SALARY, BONUSES OR OTHER PAYMENTS OR LIABILITIES ARISING
AT OR BEFORE THE CLOSING OF ANY KIND TO ANY HIRED EMPLOYEES OR CURRENT OR FORMER
EMPLOYEE OF THE SELLER;
(G)
ANY LIABILITY OR OBLIGATION RELATING TO WORKERS' COMPENSATION
CLAIMS WHICH WERE FILED OR PRESENTED AT OR BEFORE THE CLOSING OR WHICH ARE FILED
OR PRESENTED AFTER THE CLOSING BUT RELATE TO CLAIMS AND/OR INJURIES FIRST
ARISING AT OR BEFORE THE CLOSING;
(H)
ANY OF THE SELLER'S LIABILITIES OR OBLIGATIONS (A) ARISING BY
REASON OF ANY VIOLATION OR ALLEGED VIOLATION OF ANY LAW OF ANY GOVERNMENTAL
ENTITY OR ANY REQUIREMENT OF ANY
4
GOVERNMENTAL ENTITY, OR (B) ARISING BY REASON OF ANY BREACH OR ALLEGED BREACH BY
THE SELLER OF ANY AGREEMENT, CONTRACT, LEASE, LICENSE, COMMITMENT, INSTRUMENT,
JUDGMENT, ORDER OR DECREE;
(I)