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Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary, each Seller acknowledges and agrees that except for the Assumed Liabilities, # Purchaser shall not be the successor to any Liability of any Seller or its Affiliates or relating to the Acquired Assets and # Purchaser will not assume, be obligated to pay nor in any way be liable or responsible for, any Liability of any Seller or its Affiliates, except pursuant to the terms and provisions of this Agreement (any such excluded obligations and Liabilities, the “Excluded Liabilities”). For the avoidance of doubt, all environmental Liabilities of Sellers related to the Business and the Acquired Assets arising prior to the Closing Date are Excluded Liabilities and shall be retained by Sellers.

Excluded Liabilities. Notwithstanding anything in this Agreement to the contrary, each Seller acknowledges and agrees that except for the Assumed Liabilities, # Purchaser shall not assume or be the successordeemed to any Liability of any Seller or its Affiliates or relating to the Acquired Assetshave assumed, and # Purchaser will not assume, be obligated to pay nor in any way be liable orSellers shall remain solely responsible following Closing for, any Liability of any Seller or its Affiliates, except pursuant to the terms and provisions of this Agreement (any such excludedall indebtedness, contract obligations and Liabilities, the “Excluded Liabilities”). For the avoidance of doubt, all environmental Liabilitiesother liabilities of Sellers related to the Business and the Acquired Assets arising prior to the Closing Date are ("Excluded Liabilities and shall be retained by Sellers.Liabilities").

Excluded Liabilities. Notwithstanding anythingExcept as provided in this Agreement to[Section 1.3(b)], the contrary, eachPurchaser shall not assume, and shall have no liability for, any Liabilities of the Seller acknowledges and agreesor any Seller Affiliate of any kind, character or description, whether accrued, absolute, contingent or otherwise, it being understood that except forthe Purchaser is expressly disclaiming any express or implied assumption of any Liabilities other than the Assumed Liabilities, including # Purchaser shall not beany accounts payable, # Liabilities of the successorSeller 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 or its Affiliatesarising out of or relating to the Acquired Assets andexecution, delivery or performance of the Transactional Agreements, # Purchaser will not assume, be obligated to pay nor in any way be liable or responsible for, any Liability of the Seller or any Seller or its Affiliates, except pursuantAffiliate to the terms and provisionsextent relating to or arising out of this Agreement (any such excluded obligations and Liabilities, the Excluded Liabilities”). ForExcluded Assets, including the avoidance of doubt, all environmentalExcluded Contracts, except Liabilities of Sellers related to the Business andPortion of any Shared Contract but only in the Acquired Assets arising priorevent they are assumed by Purchaser pursuant to [Section 1.7], # any Excluded Taxes, # the Seller Severance Liabilities, # any Liabilities relating to the Closing Date are ExcludedNon-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 shall be retained by Sellers.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

Excluded Liabilities. Notwithstanding anythingany provision in this Agreement to the contrary, each Seller acknowledgesthe Buyer shall not assume and agrees that except for the Assumed Liabilities, # Purchaser shall not be the successorobligated to assume or be obliged to pay, perform or otherwise discharge any Liability of anyof, or Liability against, the Seller or its Affiliatesany Affiliate of the Seller or relating to the Acquired Assets and # Purchaser will not assume, be obligated to pay nor in any way be liable or responsible for, any Liability of any Seller or its Affiliates, except pursuant toAssets, other than the terms and provisions of this Agreement (any such excluded obligations andAssumed Liabilities (such Liabilities other than Assumed Liabilities, collectively, the “Excluded Liabilities”). For the avoidance of doubt, all environmental Liabilities of Sellers related to the Business and the Acquired Assets arising prior to the Closing Date are Excluded Liabilities and shall be retained by Sellers.

Excluded Liabilities. Notwithstanding anything in this AgreementNone of Purchaser or any other USI Company shall assume or be required to perform, pay or discharge any, and the Seller Parties shall remain unconditionally liable for all, of the Seller Parties’ debts, obligations, liabilities and commitments, known or unknown, including, without limitation, any and all # obligations of the Seller Parties under leases of the Office Equipment, # debts, obligations, liabilities or commitments to the contrary, eachextent arising out of the operation of the Seller acknowledges and agrees that except forBusiness or the Assumed Liabilities, # Purchaser shall not be the successor to any Liabilityownership of any Seller or its Affiliates or relating to the Acquired Assets and # Purchaser will not assume, be obligated to pay nor in any way be liableon or responsible for, any Liability of any Seller or its Affiliates, except pursuant to the terms and provisions of this Agreement (any such excluded obligations and Liabilities, the “Excluded Liabilities”). For the avoidance of doubt, all environmental Liabilities of Sellers related to the Business and the Acquired Assets arising prior to the Closing Date (including, but not limited to, any such liabilities or obligations of Seller for Taxes, any Taxes relating to the ownership or operation of the Acquired Assets on or prior to the Closing Date and any such debts, obligations, liabilities or commitments that may be imposed on Purchaser under a de facto merger, successor transferee, bulk sale or similar theory, absolute, contingent or otherwise), # any liabilities to the extent arising out of or attributable to any Excluded Asset, and # liabilities, if any, set forth on [Schedule 1.4], other than the Assumed Liabilities. All such debts, obligations, liabilities and commitments that are Excludednot Assumed Liabilities and shall be retained by Sellers.are referred to as “Excluded Liabilities.”

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