No Undisclosed Liabilities. There are no Liabilities of the Seller that affect the Assets or the Assumed Contracts, whether accrued, contingent, absolute, determined, determinable or otherwise, and to the Seller’ Knowledge, there is no existing condition, situation or set of circumstances which could reasonably be expected to result in such a liability.

4.07Absence of Undisclosed Liabilities. Except as disclosed on [Section 4.07] of the BioSculpture Disclosure Schedule, since December 31, 2022, BioSculpture has not incurred any Liabilities or obligations (whether absolute, accrued, contingent or otherwise) of any nature, except # Liabilities, obligations or contingencies which were incurred after December 31, 2022 and were incurred in the ordinary course of business and consistent with past practices; and # Liabilities, obligations or contingencies which # would not, in the aggregate, have a Material Adverse Effect on BioSculpture, or # have been discharged or paid in full prior to the date hereof.

Section # No Undisclosed Liabilities. Except as set forth on [Schedule 3.24], there are no Liabilities or obligations of any Group Company of any kind that would be required to be reflected on a balance sheet (or in the notes thereto) prepared in accordance with GAAP, other than # Liabilities and obligations provided for or reflected in the Financial Statements, and # Liabilities and obligations incurred in the ordinary course of business (other than in connection with or arising from any breach of any agreement) consistent with past practice since December 31, 2016, that would not, or would not be reasonably expected to, individually or in the aggregate, be material to such Group Company.

Prior to the Closing Date, the Company and Shareholders shall cause all long-term liabilities of the Company to be satisfied, including but not limited to those liabilities arising under any employment agreements with employees of the Company, which were executed prior to the Closing Date, and Shareholders shall indemnify, hold harmless and release the Company from such liabilities, except those liabilities listed on [Schedule 7.11] attached hereto (the “Permitted Liabilities”).

Computation of Liabilities. To the extent permitted or required, the taxable year of the Company that includes the Closing Date shall close as of the end of the Closing Date. Whenever it is necessary to determine the liability for Taxes for a Straddle Period relating to:

Liabilities of Narrate. Narrate has no liabilities.

Securities Act Liabilities. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee or otherwise act in violation of any undertaking appearing in and required by the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Act”), or in any registration statement filed with the SEC under the Act. Indemnitee acknowledges that paragraph # of Item ​ of Regulation S-K currently generally requires the Company to undertake in connection with any registration statement filed under the Act to submit the issue of the enforceability of Indemnitee’s rights under this Agreement in connection with any liability under the Act on public policy grounds to a court of appropriate jurisdiction and to be governed by any final adjudication of such issue. Indemnitee specifically agrees that any such undertaking shall supersede the provisions of this Agreement and to be bound by any such undertaking.

Each party warrants to the other that it has full power and authority to enter into and to perform its obligations under this Assignment.

ASSUMPTION OF LIABILITIES. Subject to the terms and conditions set forth in this Agreement and the Lease, effective as of the Closing, Purchaser shall assume, pay and discharge all claims, liabilities or obligations of any kind, fixed or contingent, known or unknown, relating to or arising in connection with the use, non-use, and ownership of the Properties, to the extent such claims, liabilities and obligations accrue with respect to, and are attributable to, facts or circumstances first occurring during the period from and after 12:01 a.m. on the Closing Date. Subject to the terms and conditions set forth in this Agreement and the Lease, Purchaser will (and will cause its assignees and successors to) fully and promptly perform all of the obligations of Sellers assumed by Purchaser pursuant to this Agreement accruing and attributable to the period from and after 12:01 a.m. on the Closing Date.

Meaning of Liabilities. As used in this Section, the term ”liabilities” means damages, claims, losses, and expenses of any kind or character, including legal and other expenses reasonably incurred in connection with any claim, demand, or legal proceeding and all amounts paid in settlement of any claim, demand, or legal proceeding. Provided, however, no indemnified party shall be entitled to recover for # any liabilities arising under this Agreement or in connection with or with respect to the transactions contemplated in this Agreement in any amount in excess of the actual compensatory damages, court costs and reasonable attorney fees, suffered by such party, or # any punitive, special, exemplary and consequential damages arising in connection with or with respect to the transactions contemplated in this Agreement, except to the extent recoverable from a third party.