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or other benefits arising out of their employment or the <br />termination of their employment with Seller or DMC; <br />(c) Liabilities under any "employee pension <br />plans" (as defined in Title I of the Employee Retirement Income <br />Security Act of 1974, as amended ("ERISA")), or under any <br />"employee welfare benefit plans" (as defined in ERISA) <br />established or maintained by Seller or DMC; <br />(d) Liabilities for income tax, real or <br />personal property tax, sales tax (except to the extent. expressly <br />provided herein) or other taxes of whatsoever nature (foreign, <br />federal, state or local) arising out of Seller's or DMC~s <br />ownership of the Assets, the conduct of the Business or <br />otherwise, except real estate taxes on the DMC Land which shall <br />be prorated to the date of the Closing; <br />(e) Liabilities under any product liability <br />or similar claims alleging personal injury, death, damage or <br />destruction to property, or consequential damages, however <br />arising, with respect to products manufactured or sold by Seller <br />or DMC prior to the Closing; <br />(f) Liabilities arising out of any pending <br />or threatened litigation; or <br />.(g) Liabilities arising out of any breach or <br />default by Seller or DMC in the performance of any of the <br />Assigned Contracts or of Seller's or DMC's obligations <br />thereunder. <br />1.5 Sales Taxes. Buyer shall pay all sales taxes <br />levied on the sale of the Assets up to $50,000. Any such sales <br />taxes in excess of $50,000 shall be deducted from the Price; <br />provided, however, that the amount of any such deduction shall <br />not exceed $25,000. Any such sales taxes in excess of $75,000 <br />shall be paid by Buyer. <br />1.6 Removal of Waste. At or before the time of <br />the Closing, Seller shall have removed from the DMC Land all <br />accumulated ASR, scrubber pond waste and fines. <br />1.7 Future Cooperation. Following the Closing, <br />Buyer agrees to cooperate with Seller and DMC in providing <br />documents and other information (at the expense of Seller or DMC) <br />required in resolving claims of and against the bankruptcy <br />estates of Seller or DMC. <br />1.8 Assets Sold As Is: Waiver and Release. <br />Subject to Seller's representations and warranties set forth in <br />Section 3 of this Agreement, the Assets are being sold by Seller <br />and purchased by Buyer "as is" and without further warranties of <br />any nature, including warranties of merchantability or fitness <br />4 - <br />