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unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, secured or unsecured,
<br /> joint or several, due or to become due, vested or unvested, executory, determined, determinable or
<br /> otherwise, whether or not required to be accrued, reserved against, or otherwise reflected on financial
<br /> statements as prepared by the Company or disclosed or required to be disclosed on any Schedule to this
<br /> Agreement. Without limiting the generality of the foregoing, the Excluded Liabilities include, and under
<br /> no circumstances shall Buyer be deemed to assume,any Liability of any Seller or any such Seller's officers,
<br /> members, employees,agents, insurers, sureties, affiliates, or any other Person out of, or relating to:
<br /> (a) The ownership or operation of the Assets or the Business, or any transaction entered into,
<br /> in each case,at,or before,the Effective Closing Time;
<br /> (b) Any cause, act, omission, fact, or circumstance (including liability or obligations),
<br /> originating or existing, in whole or in part,at or before the Effective Closing Time;
<br /> (c) Any Liability or obligation for Environmental Damages;
<br /> (d) Any actual or alleged tortious conduct or any compliance or noncompliance with any Law
<br /> (as defined below in Section 3.05)applicable to any Seller,the Business,the Assets or the Permits;
<br /> (e) Any pending or threatened action, suit, litigation, arbitration, proceeding (including any
<br /> civil, criminal,administrative, investigative,or appellate proceeding),hearing,inquiry,audit,examination,
<br /> or investigation("Proceeding"), or claims of any kind,whether or not listed on Schedule 3.14;
<br /> (f) Any Taxes(other than prorated ad valorem Taxes for which Buyer is responsible pursuant
<br /> to Section 7.02), including, without limitation, any liability of any Seller for income, transfer, sales, use,
<br /> and other taxes arising in connection with the consummation of the Transactions;
<br /> (g) Any compensation or employee benefit or other employee or employment-related
<br /> Liabilities(including severance);
<br /> (h) Any Debt(as defined below), including capital lease obligations or other current or long-
<br /> term Liabilities of any Seller, and including any Liabilities related to any loans made to any Seller through
<br /> the Paycheck Protection Program pursuant to the Coronavirus Aid, Relief and Economic Security Act of
<br /> 2020, as amended, or other current or long-term Liabilities of any Seller;
<br /> (i) Any products manufactured or sold or services rendered at, or prior to, the Effective
<br /> Closing Time;
<br /> 0) Any Liability or obligation under any Acquired Contract or Permit that arose before the
<br /> Effective Closing Time or that arises after the Effective Closing Time but results from a breach or default,
<br /> whether with or without notice, the passage of time or both, of any obligation to be performed under any
<br /> Acquired Contract or Permit on or before the Effective Closing Time;
<br /> (k) Any Liability asserted against Buyer the existence of which constitutes a breach of any
<br /> covenant,agreement, representation, or warranty of any Seller contained in this Agreement;
<br /> (1) Any Excluded Asset;
<br /> (m) Any accounts payable of any Seller; or
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