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 Issuances. The rights of the Investors under this Article III shall not apply to:

Excluded Issuances. [Section 3.2(d)] of the Rights Agreement is hereby replaced in its entirety to read as follows:

Excluded Inventions. It is further agreed, and Employee is hereby so notified, that Section 6.3 does not apply to any invention for which no equipment, supplies, facility, or Confidential Information of the Company was used; which was developed entirely on Employee’s own time; and # which does not relate either to the Company’s businesses or actual or demonstrably anticipated research or development, or # which does not result from any work performed by Employee for the Company.

All minute books and corporate seals, stock books, Tax Returns and similar records of the Seller other than the Books and Records;

The Grantors shall from time to time at the request of Lender give written notice to Lender identifying in reasonable detail the Excluded Property (and stating in such notice that such Excluded Property constitutes “Excluded Property”) and shall provide to Lender such other information regarding the Excluded Property as Lender may reasonably request.

Property. The [[Organization A:Organization]] will maintain, preserve and keep its own and will cause its Subsidiaries to keep their principal plants and properties and every part thereof in good repair, working order and condition and from time to time make all needful and proper repairs, renewals, replacements, additions, betterments and improvements thereto so that at all times the efficiency thereof shall be fully preserved and maintained, except in each case when the failure to do so would not (either individually or in the aggregate) reasonably be expected to have a Material Adverse Effect.

Property. The property to be sold to Buyer in this transaction consists of an undivided 100% interest in the Property. Seller owns no interest in any personalty with respect to the Property.

Except with respect to Excluded Property:

established by any Borrower used exclusively for payroll, payroll taxes or employee benefits, escrow, customs, insurance, or fiduciary purposes or compliance with legal requirements, to the extent such legal requirements prohibit the granting of a lien thereon. Notwithstanding the foregoing, Excluded Property shall not include proceeds, substitutions or replacements of any Excluded Property unless such proceeds, substitutions or replacements would independently constitute Excluded Property.