Assumed Liabilities. Upon and subject to the terms, conditions, representations and warranties of the Seller contained herein, and subject to [Section 1.3(a)], the Purchaser hereby assumes # any and all Liabilities of the Seller or any Seller Affiliate of any kind, character or description, whether accrued, absolute, contingent or otherwise, to the extent relating to or arising out of the operation or conduct of the Business or the ownership of the Purchased Assets on or after the Closing, # all Taxes with regard to the Business or the Purchased Assets other than Excluded Taxes, # the Purchaser Severance Liabilities, # all Liabilities and obligations in respect of the Transferred Employees, including all wages, salaries and other compensation and employee benefits (including any termination pay, severance pay, notice pay (contractual, statutory and/or common law), insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, change-in-control bonuses (or other bonuses or compensation related in any way to the execution, delivery or performance of any Transactional Agreement), retirement and any other benefits, premiums, claims and related costs) to the extent relating to or arising out of their employment with the Purchaser or any Purchaser Affiliate on or after the Closing, # all Liabilities in connection with the Leases to the extent relating to or arising during the period on or after the Closing and # the following Liabilities relating to or arising out of the operation or conduct of the Business or the ownership of the Purchased Assets prior to the Closing: # Liabilities under the Seller Contracts, # Liabilities associated with outstanding service and warranty commitments in connection with the sale of Products in the Ordinary Course of Business and # Liabilities associated with factory guarantees or warranty commitments pursuant to the sale of Products in the Ordinary Course of Business (Liabilities assumed under [clauses (i) through (v) of this Section 1.3(b)] (collectively, the “Assumed Liabilities”)).

Excluded Liabilities. Except as provided in [Section 1.3(b)], the Purchaser shall not assume, and shall have no liability for, any Liabilities of the Seller or any Seller Affiliate of any kind, character or description, whether accrued, absolute, contingent or otherwise, it being understood that the Purchaser is expressly disclaiming any express or implied assumption of any Liabilities other than the Assumed Liabilities, including # any accounts payable, # Liabilities of the Seller or any Seller Affiliate of any kind, character or description, whether accrued, absolute, contingent or otherwise to the extent relating to or arising out of the operation or conduct of the Business or the ownership of the Purchased Assets prior to the Closing (other than those Liabilities specified in [Section 1.3(b)(v)]); # any Liability of the Seller and any claims by any stockholder of the Seller arising out of or relating to the execution, delivery or performance of the Transactional Agreements, # any Liability of the Seller or any Seller Affiliate to the extent relating to or arising out of the Excluded Assets, including the Excluded Contracts, except Liabilities related to the Business Portion of any Shared Contract but only in the event they are assumed by Purchaser pursuant to [Section 1.7], # any Excluded Taxes, # the Seller Severance Liabilities, # any Liabilities relating to the Non-Designated Employees, whether arising before, on or after Closing, # any Liabilities relating to the Transferred Employees, including all wages, accrued bonuses, retention amounts, salaries and other compensation and employee benefits (including any severance pay, notice pay, insurance, supplemental pension, deferred compensation, “stay” or other similar incentive bonuses, change-in-control bonuses (or other bonuses or compensation related in any way to the execution, delivery or performance of