Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following: (i) any liability or obligation resulting from or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closing.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown)nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers Seller (all such liabilities and obligations not being assumed being herein referred to as the “"EXCLUDED LIABILITIES"), and, notwithstanding anything to the contrary in this Agreement and without limiting the foregoing, none of the following shall be Assumed Liabilities for the purposes of this Agreement but rather shall be Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following: (ia) any liability or obligation resulting from or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant subject to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) , any liability or obligation for Taxes arising from or with respect to the Standalone Drug Business Purchased Assets, the System or the Purchased Assets related System Operations which is incurred in or attributable to a any Pre-Closing Tax Period, and ; (Bb) any liability or obligation for Taxes of any Seller, Seller or any member of any consolidatedAffiliated Company relating to current and former employees, affiliatedEmployee Benefit Plans or Benefit Arrangements (including, combined or unitary group of which any Seller is or has been a memberwithout limitation, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreementliabilities and obligations under ERISA, the Merger Agreement or the Purchase Code and Separation Agreement (including the Reorganization as defined thereinany other applicable statutes, orders, rules and regulations); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (vc) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant relating to Article 9, any asset that is an Excluded Asset or is otherwise not a Purchased Asset; (Bd) any employee Environmental Liability; (e) any liability or obligation relating to any brokerage commissions, finder's fees or similar fees directly or indirectly related to the transactions contemplated by this Agreement based in any way on any arrangements, agreements or understandings made by or on behalf of Seller, including any Seller or any of its Affiliates who is not an Employeesuch payments due to ▇▇▇▇▇▇▇ & Associates, L.P.; and (vif) all other liabilities and obligations for (i) customer deposits other than any Assumed the Closing Deposit Liabilities and (ii) unearned revenue other than the Closing Unearned Revenue Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closing.

Excluded Liabilities. Notwithstanding Buyers shall not assume or be obligated to pay, perform or otherwise discharge any provision in this Agreement liabilities or obligations of Seller or any other writing of its Affiliates (including those related to the contrary, Buyer is assuming only Business) other than those specifically defined herein as the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingentcollectively, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For The Excluded Liabilities shall remain the avoidance sole responsibility of doubt (but without overriding and shall be retained, paid, performed and discharged solely by Seller and its Affiliates. Without limiting the Assumed Liabilities in Section 1.03)generality of the foregoing, the Excluded Liabilities include the following: (a) With respect to (i) any liability Business Employees who become employees of Buyers pursuant to this Agreement or obligation resulting operation of Applicable Employment Law in the relevant jurisdiction, all liabilities and obligations with respect to his or her employment by Seller, its Affiliates or the Business prior to the Closing or, if later, prior to the time such individual becomes a New Buyer Employee (including any and all liabilities and obligations for wages, severance, pensions, retiree or other benefits, overtime, workers compensation benefits, occupational safety and health liabilities) and any liabilities and obligations incurred under applicable Law as a result of his or her termination of employment from (or temporary continued employment under applicable Law with) Seller, its Affiliates or the Business (whether by resignation or otherwise) in connection with the consummation of transactions contemplated by this Agreement, except as expressly assumed by Buyer in Section 9.3; and (ii) any Business Employees who do not become employees of Buyers at the Closing whether pursuant to this Agreement or by reason of waiver of their rights under Applicable Employment Law, all liabilities and obligations with respect to his or her employment by Seller, its Affiliates or the Business, whether arising prior to, on or after the Closing; (b) Any liabilities in respect of deferred revenue under the Acquired Contracts in existence at the Closing Date other than the Deferred Revenue Liability; (c) All obligations and liabilities arising out of or relating to the conduct ownership of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (ivd) (A) any liability or obligation for Taxes with respect All accounts payable related to the Standalone Drug Acquired Contracts relating to periods which occur prior to the Closing Date; (e) All obligations and liabilities arising out of or relating to any employment arrangement, other services arrangement or Employee Benefit Plan of Seller or its ERISA Affiliates, including any Business Benefit Plan, except as otherwise set forth in Section 9.3 or which otherwise transfer to the Buyer pursuant to Applicable Employment Law; (f) All liabilities and obligations to the extent arising out of or relating to the conduct, acts or omissions of Seller or its Affiliates prior to the Closing Date, including any such liabilities and obligations (i) relating to the operation of the Business or the Purchased ownership, use or other exploitation of the Acquired Assets prior to the Closing Date or (ii) arising in connection with any Proceeding to the extent related to a Pre-the operation of the Business or the ownership, use or other exploitation of the Acquired Assets prior to the Closing Tax Period, Date; (g) All liabilities and obligations of Seller or its Affiliates arising under this Agreement or any Transaction Agreement or for costs and expenses incurred in connection with this Agreement or any Transaction Agreement or the consummation of the transactions contemplated by this Agreement or any Transaction Agreement; and (Bh) any liability or obligation All liabilities for Taxes of any Seller, incurred during taxable periods (or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if anyportions thereof) attributable to the transactions, occurring ending on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement Date (including the Reorganization as defined thereindetermined in accordance with Section 8.2(b); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of direct or prior to Closing, other than any liability indirect ownership or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to Acquired Assets or the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the ClosingBusiness.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing or commitment (written or oral) to the contrary, Buyer the Purchaser is assuming only the Assumed Liabilities and neither the Purchaser nor any of its Affiliates is not assuming any other liability or obligation of the Sellers (or any Seller predecessors or Affiliates of the Sellers or any prior owners of all or part of their businesses and assets) of whatever nature (fixed or contingent, known or unknown)nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “"Excluded Liabilities”"). For Without limiting the avoidance foregoing and notwithstanding anything to the contrary in this Agreement, none of doubt (but without overriding the following shall be Assumed Liabilities in Section 1.03), for the purposes of this Agreement and shall be deemed Excluded Liabilities include the followingLiabilities: (ia) any liability or obligation resulting from under any Environmental Laws; (b) any liability or obligation related to employees of Sellers, except as listed on Schedule 1.03; (c) any liability or obligation under any Contract, other than the Acquired Contracts; (d) any liability or obligation arising out of the conduct any breach of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), or default under any other business of the Sellers Acquired Contract relating to any period prior to Closing other than the Standalone Drug Business, any product or any Excluded Assetservices warranty claim or work relating to products or services sold or provided prior to Closing under a Customer Contract; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (Ae) any liability or obligation for Taxes indebtedness for borrowed money or evidenced by bonds or notes (including accrued interest and fees with respect thereto); (f) any Taxes other than those for which Purchaser is expressly liable pursuant to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and Section 5.07; (Bg) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable relating to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein)an Excluded Asset; provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof;and (vh) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9under any International Plan, Employee Plan or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kindBenefit Arrangement, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, except as provided in each case under this clause (viSection 5.04(a), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closing.

Excluded Liabilities. Notwithstanding any provision anything to the contrary contained in this Agreement Agreement, Purchaser will not assume or any other writing to the contrarybe liable for, Buyer is assuming only the Assumed and Seller and its applicable Affiliates will retain and remain responsible for, all of Seller’s and such Affiliates’ Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown) (other than the Assumed Liabilities and excluding, for the avoidance of doubt, all Reinsured Liabilities reinsured by Purchaser under and pursuant to the Reinsurance Agreement, which will be governed by the terms of the Reinsurance Agreement), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities regardless of the Sellers when asserted (all such liabilities and obligations not being assumed being herein referred to as collectively, the “Excluded Liabilities”). For Without limiting the avoidance of doubt (but without overriding foregoing, the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following: (ia) all of Seller’s and its Affiliates’ Liabilities under the Transaction Agreements; (b) the Excluded Benefits Liabilities; (c) any liability Liability for or obligation resulting from in respect of the payment of all Taxes of Seller or any of its Affiliates, and of any Taxes arising out of or relating to the ownership or use of the Transferred Assets or the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, other than as provided in Section 7.02 and (B) any liability Taxes arising out of or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any relating to actions that Purchaser requests Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or take prior to Closing (the Closing Date“Excluded Taxes”); (d) all Liabilities arising out of, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant or under contracts to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any which Seller or any of its Affiliates who is not an Employeea party other than Liabilities relating to periods (or portions thereof) beginning from or after the Closing under the Assigned Contracts, the Assigned Lease and any other contracts included in the Transferred Assets (which such Liabilities shall be Assumed Liabilities); (e) Seller Retention Bonus Liabilities; and (vif) all other liabilities and obligations (other than Liabilities of Seller or any Assumed Liabilities) of its Affiliates related to any kind, fixed or contingent, known or unknown, resulting from or arising out of Permitted Liens on the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Transferred Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closing.

Excluded Liabilities. Notwithstanding any provision anything in this Agreement or any other writing to the contrary, Buyer is assuming only Purchaser and the Designee shall not assume, be deemed to have assumed, be obligated to assume or be obliged to pay, perform or otherwise discharge, or in any other way be liable or responsible for, any Liabilities other than the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations Liabilities not being assumed being herein referred by Purchaser pursuant to as Section 2.4, collectively, the “Excluded Liabilities”)) and Sellers and their Affiliates shall be solely and exclusively liable with respect to all such Liabilities. For Without limiting the foregoing, Purchaser shall not be obligated to assume, and does not assume, and hereby disclaims all of the Excluded Liabilities, which, for the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03)doubt, Excluded Liabilities include the followinginclude: (a) all Liabilities incurred prior to the Closing Date or that relate to or arise in connection with the operation of the Business or Sellers prior to the Closing Date; (b) all Liabilities relating to the Excluded Assets (including the Excluded Contracts) or any other asset that is not a Purchased Asset; (c) all Liabilities arising out of, relating to or with respect to (i) the employment or performance of services, or termination of employment or services by the Sellers or any liability of their Affiliates, of any individual on or obligation resulting from before the Closing Date, (ii) workers’ compensation claims against Sellers related to the Business that relate to the period on or before the Closing Date, irrespective of whether such claims are made prior to or after the Closing, (iii) WARN, irrespective of whether such Liabilities arise prior to or after the Closing and insofar as such Liabilities under WARN relate to employees of any Seller which are not employed by Purchaser on or after the Closing; or (iv) any Seller Plan (collectively, “Employee Liabilities”); (d) all Liabilities arising out of, under or in connection with Contracts that are not Purchased Contracts and, with respect to Purchased Contracts, Liabilities in respect of a breach by or default of the conduct Sellers or the Business accruing under such Contracts with respect to any period prior to Closing; (e) all Cure Amounts up to $100,000; (f) all Liabilities arising out of, under or in connection with any indebtedness of the supermarket business Sellers or the Business; (g) all Liabilities for (i) Transfer Taxes that are the responsibility of the Sellers pursuant to Sections 11.1, (ii) Taxes of the Sellers (or any Affiliate or equityholder thereof), (iii) Taxes that relate to the Purchased Assets or the Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date, including Taxes allocable to the Sellers or the Business pursuant to Sections 11.1 and 11.2, and (iv) payments under any Tax allocation, sharing or similar agreement (whether oral or written); (h) all Liabilities in respect of any pending or threatened Action, or any claim arising out of, relating to or otherwise in respect of (i) the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect Business to the Standalone Drug Business extent such Action or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect claim relates to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring such operation on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement (ii) any Excluded Asset or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer iii) any Product Inventory or Product distributed or sold by or on behalf of the Purchased Assets pursuant Business prior to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereofClosing Date; (vi) all liabilities and obligations Liabilities relating to or arising under any hedging or swap agreements of the Sellers or the Business; (j) any Liability with respect to Seller Expenses; (k) all Environmental Costs and Liabilities, to the extent arising out of or otherwise related to (A) the ownership or operation by the Sellers of the Leases (or any Employee, that arise, exist, accrue or are attributable to the period as of condition thereon) on or prior to the Closing Date (including (x) the release or continuing release (if existing as of the Closing) of any Hazardous Substance, other than regardless of by whom or (y) any liability or obligation expressly assumed by Buyer pursuant to Article 9noncompliance with Environmental Laws), or (B) the operation of the Business on or prior to the Closing Date, (C) the Excluded Assets or any employee other real property formerly owned, operated, leased or otherwise used by the Sellers or (D) from offsite transportation, storage disposal, treatment or recycling of Hazardous Substances generated by and taken offsite by or on behalf of the Sellers prior to and through the Closing Date; (l) all Liabilities relating to amounts required to be paid by the Sellers hereunder; (m) all Liabilities to the extent arising out of or otherwise related to any failure of the Business or any Product or any Product Inventory, to comply with any applicable Laws on or prior to the Closing Date regardless of when such non-compliance becomes the subject of an enforcement Action, product recall, or third-party claim; (n) all Liabilities relating to the balance deferred or unpaid of the purchase price of any property, assets, securities or services (including all Tax-related payments, seller notes, any earnout or similar contingent obligation and purchase price holdbacks (including purchase price settlement), in each case, calculated as the maximum amount payable under or pursuant to such obligation) of the Sellers or the Business; (o) all Liabilities by which a Seller or any of its Affiliates who is not an Employeeassures a creditor or other party against loss (including obligations in respect of letters of credit, performance bonds, bankers acceptances, indemnities or similar obligations); (p) all Liabilities in respect of all obligations under leases of the Sellers or the Business which have been or must be recorded as capital or finance leases in the Financial Statements or in accordance with GAAP; (q) all Liabilities in respect of payables to, and other Liabilities of or to, any Related Person or Affiliate of the Sellers or the Business, or any immediate family member of such Related Person or Affiliate; (r) any Liability arising out of the violation of any Law by any Seller; (s) any Liability arising out of the failure of any Seller to comply with any Contract; and (vit) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vithose items set forth on Schedule 2.5(t), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closing.

Excluded Liabilities. Notwithstanding Section 2.3, Buyer shall not assume or be obligated to pay, perform or otherwise discharge the following Liabilities of Seller (the "Excluded Liabilities"): (a) Any Liabilities of Seller in respect of any provision in this Agreement Excluded Assets or any other writing assets of Seller which are not Purchased Assets, except to the contraryextent caused by the acts or omissions of Buyer or its Representatives or Buyer's ownership, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability lease, maintenance or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following: (i) any liability or obligation resulting from or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (ivb) (A) any liability or obligation for Any Liabilities of Seller in respect of Taxes with respect attributable to the Standalone Drug Business or the Purchased Assets related to a Pre-for taxable periods ending before the Closing Tax PeriodDate, and (B) any liability or obligation except for Taxes for which Buyer is liable pursuant to Section 3.5 or 6.5; (c) Any Liabilities of Seller arising from the breach prior to the Closing Date by Seller of any of the Seller's Agreements; (d) Any and all Liabilities to third parties for personal injury or tort, or any member similar causes of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable action to the transactionsextent arising out of the ownership, occurring on lease, maintenance or operation of the Purchased Assets prior to the Closing Date, pursuant to this Agreement, other than the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined thereinLiabilities assumed by Buyer under Section 2.3(c); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (ve) all liabilities and obligations relating to Any fines or arising with respect to (A) penalties imposed by any Employee, Governmental Authority resulting from any violation of law by Seller that arise, exist, accrue or are attributable occurred prior to the period as Closing Date; (f) Any payment obligations of Seller or its Affiliates for goods delivered or services rendered prior to Closingthe Closing Date, other than any liability or obligation expressly the Liabilities assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (viSection 2.3(c), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closing.;

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is and/or the relevant Designated Buyers are assuming only the Assumed Liabilities and is are not assuming any other liability Liability of the Sellers or obligation any of any Seller their Affiliates of whatever nature (fixed or contingent, known or unknown)nature, whether presently in existence or arising hereafterhereafter and whether or not related to the Purchased Assets or the Purchased Business. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers Liabilities (all such liabilities and obligations Liabilities not being assumed being herein referred to as the “Excluded Liabilities”)) shall, subject to the discharge under section 1141 of the Bankruptcy Code and the other terms of the Plan of Reorganization and the Confirmation Order, be retained by and remain Liabilities of NonCoreCo and its Affiliates. For Notwithstanding any provision in this Agreement (including ‎Section 2.03) or any other writing to the avoidance of doubt (but without overriding contrary, the Assumed Liabilities in Section 1.03), Excluded Liabilities shall include the following: (a) all Liabilities for Taxes (i) of any Seller, its Affiliates or any of their stockholders (or members) for any Tax period (including any liability of any Seller for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or obligation resulting any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise) or (ii) arising from or attributable to the ownership of the Purchased Assets or the operation of the Purchased Business (or of a Continued Tax Group) for any Tax period (or portion thereof) ending on or prior to the Closing Date; (b) any Liability of the Sellers or their Affiliates under any Indebtedness, including Indebtedness owed by any Seller to any direct or indirect Affiliate of such Seller, and any obligations or liability under debtor in possession financing incurred by the Sellers or their Affiliates during the Bankruptcy Case; (c) other than Liabilities that are Assumed Liabilities under ‎Section 2.03(d), all Black Lung Liabilities and Workers’ Compensation Liabilities related to the Purchased Assets, including to and with respect to Business Employees and former employees who worked or who were employed at the Purchased Assets, including, but not limited to, any such Black Lung Liabilities and Workers’ Compensation Liabilities of the Sellers or any of their respective Affiliates with respect to any of their respective predecessors; (d) any Liability with respect to the Seller Transaction Expenses; (e) any Liability to the extent relating to or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any an Excluded Asset; (iif) all amounts allocated any Liabilities of any Seller or any of their Affiliates relating to Sellers under Section 1.08 or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders prior to the Closing Date that (subject to the last sentence of ‎Section 7.01(a)) are not validly and all Apportioned Obligations and Transfer Taxes allocated effectively assigned to Sellers Buyer and/or the relevant Designated Buyers pursuant to Section 8.02this Agreement; (iiig) all accounts payable any Excluded Pre-Closing Fines; (h) other than the Assumed Liabilities pursuant to ‎Section 2.03(b), ‎(d)(ii) and ‎(g), any Liabilities arising out of, in respect of or in connection with the failure by any Seller or any of its Affiliates to comply with any Applicable Law or order by any Governmental Authority; (i) other than the Assumed Liabilities pursuant to ‎Section 2.03(a), any Liability under the Assumed Contracts and the Assumed Leases arising out of or relating to events, breaches or defaults thereunder occurring on or prior to the Closing Date (including all Cure Costs); (j) any Liability with respect to any coal sales, natural gas sales in any way related to the Standalone Drug PLR Complex (it being understood that certain of such Liabilities have been assigned to the purchaser of such assets pursuant to the PLR Order and the agreements attached thereto and are not being retained by or remaining Liabilities of NonCoreCo and its Affiliates) or other goods sold or any service provided by the Sellers or their Affiliates, including any such Liability or obligation (i) pursuant to any express or implied representation, warranty, agreement, coal specification undertaking or guarantee made by any Seller or any Affiliate of such Seller, or alleged to have been made by any Seller or any Affiliate of such Seller, (ii) imposed or asserted to be imposed by operation of Applicable Law or (iii) pursuant to any doctrine of product liability; (k) other than the Assumed Liabilities pursuant to ‎Section 2.03(a), ‎(b), ‎(d)(ii) and ‎(g), any Liability with respect to any Action to the extent arising out of or relating to the operation of the Purchased Business or pertaining to the Purchased Assets, in each case prior to Closing; (iv) (Al) any liability Liability (whether arising before, on or obligation for Taxes after Closing) with respect to the Standalone Drug Business any employee or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes former employee of any Seller, Seller or any member Affiliate of any consolidatedSeller (or any individual who applied for employment with any Seller) who is not a Transferred Employee; (m) other than Liabilities that are Assumed Liabilities under ‎Section 2.03(d) or ‎Section 2.03(f), affiliated, combined any Liability that relates to any Transferred Employee arising out of or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable relating to the transactions, events occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement ; (including the Reorganization n) other than as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof‎Section 2.03(e), all trade accounts payable, all accrued operating expenses and other current liabilities of the Sellers related to the Purchased Business; (vo) all liabilities and obligations other than Liabilities that are Assumed Liabilities under ‎Section 2.03(d) or ‎Section 2.03(f), any Liability arising under, relating to or arising with respect to any employee benefit plan, policy, program, agreement or arrangement at any time maintained, sponsored or contributed to by any Seller or any ERISA Affiliate, or with respect to which any Seller or any ERISA Affiliate has any liability, including with respect to any underfunded pension liability to any employee benefit plan, the PBGC, IRS or Department of Labor or otherwise; (Ap) any EmployeeLiability arising under, that arise, exist, accrue relating to or are attributable with respect to the period as of or prior to Closing, any multi-employer pension plan; (q) other than Liabilities that are Assumed Liabilities under ‎Section 2.03(d) or ‎Section 2.03(f), any liability Liabilities to any current or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any former employee of any Seller or any of its Affiliates who is or any beneficiary thereof, relating to any employee benefits or compensation arrangement; (r) other than Liabilities that are Assumed Liabilities under ‎Section 2.03(f), any Liability under any employment, collective bargaining, severance, retention or termination agreement or arrangement with any employee, consultant or contractor (or its Representatives) of any Seller or any of its Affiliates; (s) any Liabilities pursuant to Environmental Law arising from or related to any use, transportation, release, treatment, storage or disposal of, or human exposure to, Hazardous Materials at any location not an Employeeincluded in the Purchased Assets (the “Excluded Off-Site Environmental Liabilities”); (t) except as specified in ‎Section 2.03(g), all Liabilities under any Consent Decree, including all Liabilities for any stipulated penalties under any Consent Decree to the extent such penalties arise from or relate to events occurring pre-Closing; and (viu) all other liabilities and obligations (any Liability arising under, relating to or with respect to the Restructuring Steps, other than any Assumed Liabilities) Liability for the failure of Buyer or any kindof its Subsidiaries to perform any Restructuring Step that is expressly to be performed by Buyer or any of its Subsidiaries (for the avoidance of doubt, fixed a Liability shall not be deemed to arise under, relate or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only exist with respect to the extent such other liabilities and obligations arise during, accrue during, or are attributable Restructuring Steps solely because it is transferred pursuant to the period prior to Closing or as of the ClosingRestructuring Steps).

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing anything contained herein to the contrary, Buyer is assuming only Assignee shall not assume, or cause to be assumed, or be deemed to have assumed or caused to have assumed or be liable or responsible for any liabilities or obligations (whether known or unknown, fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof), other than the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as assumed, the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03)doubt, Excluded Liabilities (x) shall include the following: but not be limited to (i) any liability or obligation resulting claims by Hired Employees arising from or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), their employment with any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or Brand Company prior to the Closing Date, pursuant (ii) any liabilities and obligations of any Brand Company that do not arise from and are not related to this Agreementany Assigned Asset, (iii) Excluded Taxes, (iv) any liabilities and obligations of any Brand Company to the Merger Agreement or the Purchase and Separation Agreement (extent based upon a theory of successor liability, including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection any successor liability claims with the transfer respect to employees of the Purchased Assets pursuant Brand Companies (provided, that this clause (iv) shall not apply in any respect to this Agreement and Apportioned Obligations shall be allocated and paid in Assignee’s assumption of the manner set forth in Section 8.02 hereof; Assumed Liabilities), (v) all any liabilities and obligations under any agreement, contract or license relating to or arising with respect any event occurring prior to Closing and (Avi) any Employeeclaims by, that arise, exist, accrue liabilities or are attributable obligations to any employee or former employee of any of the period as of or prior to ClosingBrand Companies, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9Hired Employees, under the federal Worker Adjustment and Retraining Notification Act of 1988, as amended, or under any state or local plant closing or mass layoff law, (By) but, notwithstanding the foregoing clause (x), shall exclude any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether assumed by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only Assignee pursuant to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the ClosingGaiam-FFL APA.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing anything to the contrarycontrary in Section 2.3, Buyer is assuming only Buyers shall not assume or be obligated to pay, perform or otherwise discharge the Assumed Liabilities and is not assuming any other liability following liabilities or obligation obligations of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “"Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following:"): (ia) any liability Any liabilities or obligation resulting from or obligations of Seller arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters of, in supermarkets)respect of, or in connection with, any Excluded Assets or other business assets of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Seller which are not Purchased Assets; (ivb) (A) any liability Any liabilities or obligation for obligations of Seller arising out of, in respect of, or in connection with, Taxes with respect attributable to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Sellertaxable periods, or any member of any consolidatedportions thereof, affiliatedending before the Closing Date, combined or unitary group of except for Transfer Taxes and Taxes for which any Buyer is liable pursuant to Section 7.5; (c) Any liabilities or obligations of Seller is or has been a memberaccruing under any of the Seller's Agreements prior to the Closing Date; (d) Any payment obligations of Seller under the Owners Agreement, as amended by the Amendment to Owners Agreement, for Taxes (if any) attributable to the transactions, occurring on goods delivered or services rendered or liabilities incurred prior to the Closing Date, pursuant to this except for such obligations for which Buyers or any other Person (other than Seller) are liable under the Owners Agreement, as amended by the Merger Agreement Amendment to Owners Agreement; (e) Any and all asserted or the Purchase and Separation Agreement unasserted liabilities or obligations to third parties (including the Reorganization as defined therein); provided that Transfer Taxes incurred employees of Seller) for personal injury or tort, or similar causes of action relating to Seller's acts or omissions in connection with the transfer ownership of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to arising during or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to the Closing Date, other than liabilities or obligations assumed by Buyers under Sections 2.3(c) and (e); (f) Any fines or similar penalties imposed by and payable to any Governmental Authority under applicable Law (as in effect prior to the Closing Date, notwithstanding any provision hereof to the contrary) with respect to the Purchased Assets resulting from (i) an investigation, proceeding, request for information or inspection before or by a Governmental Authority directly relating to actions or omissions by Seller prior to the Closing Date or (ii) violations of applicable Law (as in effect prior to the Closing Date, notwithstanding any provision hereof to the contrary), wilful misconduct or gross negligence directly relating to actions or omissions by Seller prior to the Closing Date; (g) Any liabilities or obligations of Seller arising under or relating to any claim in respect of Environmental Conditions or Hazardous Substances, in each case, relating to the Purchased Assets, but only to the extent relating to any Off-Site Location and of which Seller has Knowledge prior to the Closing Date; and (h) Any liabilities or obligations of Seller arising under or relating to Nuclear Laws, and any liabilities or obligations of Seller arising under or relating to Nuclear Materials or to any claim in respect thereof, whether based on Nuclear Laws, Environmental Laws, common law or otherwise, in connection with the ownership, lease, maintenance or operation of the ClosingPurchased Assets, but only to the extent relating to any written assessment by any Governmental Authority prior to the Closing Date with respect to any Nuclear Incident (as defined in the Atomic Energy Act) occurring prior to the Closing Date, which assessment exceeds the aggregate amount of the policy limits under all applicable Buyers' Insurance Policies.

Excluded Liabilities. Notwithstanding any provision anything to the contrary contained in this Agreement Agreement, Purchaser shall not be obligated to assume or to perform or discharge any Liability of Seller, any ERISA Affiliate or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature Employee Plan (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not Liabilities being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding ) other than the Assumed Liabilities in Section 1.03)Liabilities. Without limiting the foregoing, Excluded Liabilities include the followingSeller shall retain and be responsible for, and Purchaser shall not be obligated to assume or to perform or discharge, and does not assume or perform or discharge, any Liability of Seller, any ERISA Affiliate or any Employee Plan at any time arising from or otherwise attributable to: (i) any liability Liability of Seller relating to the Business that arises on or obligation resulting from or arising out of before the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded AssetClosing Date and is not specifically assumed by Purchaser; (ii) all amounts allocated any Liability of Seller relating to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers real property leases or Facilities not specifically assumed by Purchaser pursuant to Section 8.0210.2; (iii) all accounts payable arising prior to Closing with respect any Liability relating to the Standalone Drug Business or the Purchased Excluded Assets; (iv) (A) any liability Liability of Seller relating to Seller’s execution, delivery or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes performance of any Seller, this Agreement or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to document contemplated by this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating Liabilities of Seller for all Cure Costs; (vi) any outstanding bids, purchase orders, customer credits, customer deposits or lay away purchases to or arising the extent not included in Section 2.1; (vii) any transfer Taxes with respect to the transactions contemplated by this Agreement; (Aviii) any EmployeeEnvironmental, that arise, exist, accrue or are attributable to the period as Health and Safety Liability of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or Seller; (Bix) any employee of any Seller or any of its Affiliates who is not an EmployeeEmployee Plan Liability; and (vix) all other liabilities and obligations (other than any Assumed Liabilities) Professional Fees or brokerage fees of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the ClosingSeller.

Excluded Liabilities. Notwithstanding any provision Section 2.3 or anything in this Agreement or any other writing to the contrary, Buyer is assuming only other than the Assumed Liabilities, the Purchaser shall not assume any Liabilities and is not assuming any other liability of the Seller or obligation its Affiliates of any Seller of whatever nature (fixed or contingent, known or unknown)whatsoever, whether presently in existence existing or arising hereafter. All such other liabilities and obligations before or after the Closing, including any of the following Liabilities (collectively, the “Excluded Liabilities”), which Liabilities shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities Seller to be satisfied and obligations not being assumed being herein referred to as discharged by the “Excluded Liabilities”). For Seller or its Affiliates in accordance with their respective terms; provided, however, for the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities shall not include any Liabilities of the followingPurchaser and its Affiliates to the extent arising as a result of the Purchaser’s and its Affiliates’ operation of the Business following the Closing: (ia) any liability or obligation resulting from or arising out Liabilities of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employeeto the extent relating to the Excluded Assets; (b) all Liabilities, obligations and expenses of any kind or nature relating to Taxes of the Seller and, with respect to the Transferred Assets and the Business, for any period (or portion thereof, as determined pursuant to Section 6.9) ending on or before the Closing Date (including any such Liabilities, obligations and expenses pursuant to any tax sharing agreement, tax indemnification or similar agreement) and any Taxes imposed on Seller in connection with the transaction contemplated by this Agreement; (c) all Excluded Employee Liabilities; and (vid) all other liabilities and obligations (other than product liability actions and/or recall Liabilities with respect to nutritional powders manufactured or sold by Seller or its Affiliates prior to the Closing; but for the avoidance of doubt any Assumed Liabilities) of any kind, fixed such actions or contingent, known or unknown, resulting from or arising out Liabilities of the conduct Purchaser or its Affiliates to the extent arising as a result of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the their operation of the Facilities, in each case under this clause (vi), only to Business following the extent such other liabilities and obligations arise during, accrue during, or Closing are attributable to the period prior to Closing or as of the Closingnot Excluded Liabilities.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Purchaser shall not assume and shall not be obligated to assume or be obliged to pay, perform or otherwise discharge any Liability of the Sellers, and the Sellers shall be solely and exclusively liable with respect to all Liabilities of the Sellers, other than the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingentcollectively, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance purpose of doubt (but clarity, and without overriding limitation of the Assumed Liabilities in Section 1.03)generality of the foregoing, the Excluded Liabilities include shall include, without limitation, each of the followingfollowing liabilities of the Sellers: (ia) any liability or obligation resulting from or arising out of the conduct of the supermarket business all Indebtedness of the Sellers and their Affiliates; (including b) all guarantees of Third Party obligations by the operation Sellers and reimbursement obligations to guarantors of pharmacy counters in supermarkets), the Sellers’ obligations or under letters of credit; (c) any other business Liability of the Sellers or their directors, officers, stockholders or agents (acting in such capacities), arising out of, or relating to, this Agreement or the transactions contemplated by this Agreement, whether incurred prior to, at or subsequent to the Closing Date, including, without limitation, other than the Standalone Drug Businessas specifically set forth herein, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing including with respect to the Standalone Drug Business Assumed Liabilities, all finder’s or broker’s fees and expenses and any and all fees and expenses of any representatives of the Purchased AssetsSellers; (ivd) (A) other than as specifically set forth herein, any liability Liability relating to events or obligation for Taxes with respect to the Standalone Drug Business conditions occurring or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Sellerexisting in connection with, or any member of any consolidatedarising out of, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or Business as operated prior to the Closing Date, or the ownership, possession, use, operation or sale or other disposition prior to the Closing Date of the Assets (or any other assets, properties, rights or interests associated, at any time prior to the Closing Date, with the Business) including, without limitation, any liability with respect to Customer Contract Cure Costs or any Cure Cost payable by the Sellers pursuant to this Section 2.1.7(b) and Section 2.1.7(c) of the Sellers Disclosure Schedule; (e) other than as specifically set forth in Article VII, the Assumed Liabilities, or as specifically set forth in the Loaned Employee Agreement, any Liability to any Person at any time employed by the Merger Agreement Sellers or to any such Person’s spouse, children, other dependents or beneficiaries, with respect to incidents, events, exposures or circumstances occurring at any time during the period or periods of any such Person’s employment by the Sellers and arising from or related to such Person’s employment by the Sellers whenever such claims mature or are asserted, including, without limitation (except as otherwise specifically set forth in Article VII, the Assumed Liabilities or the Purchase Loaned Employee Agreement), all Liabilities arising (i) under the Seller Employee Plans, (ii) under any employment, wage and Separation Agreement hour restriction, equal opportunity, discrimination, plant closing or immigration and naturalization Laws, (iii) under any collective bargaining Laws, agreements or arrangements or (iv) in connection with any workers’ compensation or any other employee health, accident, disability or safety claims; (f) any Liability relating to any real properties owned, operated or otherwise controlled by the Sellers or their Affiliates (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with Real Property) to the transfer extent arising from events or conditions occurring or existing prior to the Closing Date, including, without limitation, where connected with, arising out of the Purchased Assets pursuant or relating to: (i) Releases, Handling of Hazardous Materials or violations of Environmental Laws or (ii) claims relating to this Agreement employee health and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereofsafety, including claims for injury, sickness, disease or death of any Person; (vg) any Liability of the Sellers under Title IV of ERISA; (h) any pension or retirement Liability of the Sellers; (i) all liabilities and obligations Liabilities for, or related to, any obligation for any Tax that the Sellers bear under Article VI, and, for the avoidance of doubt, the Parties intend that no Purchaser or Designated Purchaser shall have any transferee or successor liability for any Tax Sellers bear under Article VI; (j) all Actions pending against the Sellers on or before the Closing Date or to the extent relating to the Business or arising with respect the Assets prior to the Closing Date even if instituted after the Closing Date; (Ak) any EmployeeLiability incurred by the Sellers or their respective directors, that ariseofficers, existstockholders, accrue agents or are attributable to employees (acting in such capacities) after the period Closing Date; (l) except as of or prior to Closingprovided in Section 2.1.3(b), other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or all liabilities for accounts payable; (Bm) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from Liability relating to or arising out of the conduct ownership or operation of an Excluded Asset or the Standalone Drug operation by the Sellers of any business other than the Business, whether before, on or after the use, non-use or ownership Closing Date; and (whether by leasehold or feen) those Liabilities set forth on Section 2.1.4(n) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the ClosingSellers Disclosure Schedule.

Excluded Liabilities. Notwithstanding Purchaser shall not assume and shall be deemed not to have assumed, and Sellers shall be solely and exclusively liable with respect to, any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of any Seller Sellers of whatever nature (fixed or contingent, known or unknown)nature, whether presently in existence or arising hereafter. All such , known or unknown, disputed or undisputed, contingent or non-contingent, liquidated or unliquidated or otherwise, other liabilities and obligations shall be retained by and remain obligations and liabilities of than the Sellers Assumed Liabilities (all such liabilities and obligations not being assumed being herein referred to as collectively, the “Excluded Liabilities”). For the avoidance of doubt (but without overriding doubt, the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following: (ia) all Liabilities existing prior to the Petition Date that are subject to compromise in the Bankruptcy Case, other than any Liabilities expressly assumed by Purchaser pursuant to Section 2.3; (b) the amount owed to Purchaser under the DIP Credit Agreement; (c) any liability or obligation resulting from indebtedness other than as expressly assumed by Purchaser pursuant to Section 2.3; (d) all Liabilities relating to or arising out of the conduct ownership or operation of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets)Excluded Assets, any other business of the Sellers other than the Standalone Drug Business, or any Excluded AssetLiabilities expressly assumed by Purchaser pursuant to Section 2.3; (iie) all amounts allocated Liability for any Taxes due or payable by Sellers for any Tax period (or portion thereof) prior to or on the Closing Date or arising out of the ownership or operation of the Purchased Assets prior to or on the Closing Date; and (f) (x) all Liabilities of Sellers under Section 1.08 to any Retained Employee in excess of $1,700,000.00 in the aggregate for severance and any (y) all Apportioned Obligations and Transfer Taxes allocated Liability relating to Sellers workers’ compensation claims, employee benefits, severance (other than $1,700,000.00 specifically assumed by Purchaser pursuant to Section 8.02; (iii2.3(d)) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring compensation arrangements existing on or prior to the Closing Date, pursuant to this Agreementincluding, without limitation, any key employee retention program or similar program adopted by the Sellers and/or approved by the Bankruptcy Court or any of the Sellers’ Plans (including, but not limited to, any Title IV Plan); (g) any Liability for (i) costs and expenses incurred or owed in connection with the administration of the Bankruptcy Case (including, without limitation, the Merger Agreement U.S. Trustee fees, the fees and expenses of attorneys, accountants, financial advisors, consultants and other professionals retained by the Sellers, and any official or unofficial creditors’ committee, the fees and expenses of the post-petition lenders or the Purchase pre-petition lenders incurred or owed in connection with the administration of the Bankruptcy Case) and Separation Agreement (including ii) costs and expenses of the Reorganization as defined therein); provided that Transfer Taxes Sellers incurred in connection with the transfer negotiation, execution and consummation of the Purchased Assets pursuant to transactions contemplated under this Agreement and Apportioned Obligations shall the Agency Agreement; (h) all Liabilities to refund in cash or cash equivalents any customer or security deposits or prepaid items or any amounts with respect to Customer Orders; (i) all Liabilities of Sellers arising pursuant to product warranties, products returns, customer programs and rebates not assumed pursuant to Section 2.3(e); (j) any Liability to the extent related to any period prior to the Closing, under any Environmental Laws (such Liability hereinafter referred to as “Environmental Liability”); (k) any Liability arising out of or relating to any violation of any law, rule, regulation, judgment, injunction, order or decree occurring or arising out of or relating to any event or condition occurring or existing at or prior to the Closing; (l) any Liability for accrued vacation, pension, profit sharing or any other employee benefit plans, compensation or retiree medical or other benefits and obligations, or any obligation, claim or amount for employees, or any obligation, claim or amount under the WARN Act or COBRA; (m) all Liabilities relating to amounts required to be allocated and paid by Sellers hereunder; (n) any amounts payable by Sellers for benefits for Retained Employees pursuant to Section 2.5(e)(i)(B) in excess of the manner Benefits Cap; (o) all expenses (including Real Estate Occupancy Expenses) for the Leased Real Property in excess of the amounts set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an EmployeeSchedule 2.5(e)(i); and (vip) any and all other liabilities and obligations Liabilities incurred by the Sellers (whether incurred prior to, on or after the Petition Date) other than any the Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closing.

Excluded Liabilities. Notwithstanding any other provision in this Agreement or any other writing to the contrary, Buyer is assuming only neither ▇▇▇▇▇▇ nor any of its affiliates shall assume or be responsible to pay, perform or discharge the Assumed following Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For ): (a) any Liabilities of Primero arising or incurred in connection with the avoidance negotiation, preparation, investigation and performance of doubt the Transaction Documents, including fees and expenses of counsel, accountants, consultants, advisers and others; (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following: b) any Liability for: (i) corporate income Taxes of Primero (or any liability affiliate of Primero); or obligation resulting from (ii) Taxes that arise out of the Closing that are the responsibility of Primero under applicable Law, except as otherwise set forth in this Agreement; (c) any Liabilities relating to or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded AssetAssets; (iid) all amounts allocated any Liabilities in respect of any pending or threatened Action arising out of, relating to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated or otherwise in respect of the acquisition, ownership or operation of the Purchased Assets to Sellers pursuant the extent such Action relates to Section 8.02such acquisition, ownership or operation on or prior to the Closing; (iiie) all accounts payable any Liabilities of Primero arising under or in connection with any Primero Benefit Plans; (f) any Environmental Liabilities relating to the Purchased Assets, but only to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing Time (other than with respect to Reclamation obligations relating to the Standalone Drug Business Purchased Assets); (g) any Liabilities of Primero or its affiliates not relating to the Purchased Assets; (iv) (Ah) any liability Liabilities to indemnify, reimburse or obligation for Taxes with respect advance amounts to the Standalone Drug Business any present or the Purchased Assets related to a Pre-Closing Tax Periodformer officer, and (B) any liability director, retiree, employee, independent contractor or obligation for Taxes consultant of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring Primero existing on or prior to the Closing DateTime (including with respect to any breach of fiduciary obligations by any of such Persons), except for any indemnification of any Primero Indemnitees pursuant to this AgreementArticle 9; (i) all Employee Obligations due or accruing due prior to the Adjustment Date that are not included in the Statement of Adjustments and all Primero Severance Obligations; (j) any Liabilities under any Contracts: (i) which are not capable of being assigned to ▇▇▇▇▇▇ for any reason; or (ii) to the extent such Liabilities arise out of or relate to a breach by Primero of such Contracts prior to the Closing Time; (k) any fees, the Merger Agreement expenses or the Purchase and Separation Agreement other payments incurred or owed by or on behalf of Primero or any of its affiliates to any brokers, financial advisors or comparable other Persons; (including the Reorganization as defined therein)l) any Liabilities associated with debt, loans or credit facilities of Primero owing to any Person; provided that Transfer Taxes incurred and (m) any Liabilities arising out of, in respect of or in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed failure by Buyer pursuant to Article 9, or (B) any employee of any Seller Primero or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than affiliates to comply with any Assumed Liabilities) of Law, including any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased AssetsEnvironmental Law, or Governmental Order. For greater certainty, any and all Liabilities that arise after the operation Adjustment Date that are not set forth in the preceding clauses (a) through (m) shall not be Excluded Liabilities, and shall be Liabilities of ▇▇▇▇▇▇ after the FacilitiesClosing Time. Primero shall, and shall cause each of its affiliates to, pay and satisfy in each case under this clause (vi), only due course all Excluded Liabilities that Primero and its affiliates are obligated to the extent such other liabilities pay and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closingsatisfy.

Excluded Liabilities. Notwithstanding Buyer shall not assume and shall not be responsible to pay, perform or discharge any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers following liabilities or obligations of Seller (all such liabilities and obligations not being assumed being herein referred to as collectively, the “Excluded Liabilities”): (a) any liabilities or obligations of Seller with respect to product liability claims, general liability claims, intellectual property claims, employment claims and warranty claims listed on Schedule 2.04(a). For , provided, however, that with respect to each product or general liability claim made after Closing based on occurrences prior to Closing, and not set forth on Schedule 2.04(a), Buyer shall be responsible for and assumes the avoidance first $1,000,000 of doubt (but without overriding Losses incurred in connection with such claim as part of the Assumed Liabilities Liabilities, and any amount in Section 1.03), excess of $1,000,000 shall not be assumed by Buyer and shall be an Excluded Liabilities include the following:Liability; (ib) any liability liabilities or obligation resulting from obligations of Seller relating to or arising out of the conduct of Excluded Assets or unrelated to the supermarket business of the Sellers Business, (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Assetc) Seller’s trade payables; (d) any liabilities or obligations for (i) income Taxes; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iiiother than income Taxes) all accounts payable arising prior to Closing with respect relating to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or Business, the Purchased Assets related to a Pre-Closing Tax Period, and (B) or the Assumed Liabilities for any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring taxable period ending on or prior to the Closing DateDate (iii) any other Taxes of Seller (other than Taxes allocated to Buyer under Section 6.09) for any taxable period, pursuant to this Agreementand (iv) Taxes of any Person under Treasury Reg. § 1.1502-6 (or any similar provision of state, the Merger Agreement local or the Purchase and Separation Agreement (including the Reorganization non-U.S. law), as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereofa transferee or successor, by contract, or otherwise; (ve) all liabilities and obligations relating arising prior to or arising with respect to Closing under the Assigned Contracts; (Af) any Employee, that arise, exist, accrue liabilities or are attributable to obligations of Seller for Environmental Claims; (g) any liabilities or obligations of Seller under this Agreement (or under any side agreement between Seller on the period as one hand and Buyer on the other hand) entered into on or after the date of this Agreement; and (h) any employee benefit plan of Seller or prior to Closing, other than any liability or obligation expressly assumed with respect to compensation or employee benefits of any nature owed to any employees, former employees, agents, or independent contracts of Seller, whether or not employed or engaged by Buyer pursuant after the Closing, that arises out of or relates (a) to Article 9, the employment or service provider relationship with Seller (including the termination of such employment or service provider relationship) or (Bb) to any employee benefit plan of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the ClosingSeller.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing Except for the liabilities and obligations specifically assumed by Buyer pursuant to the contrarySection 3.2, Buyer is assuming only the Assumed Liabilities will not assume and is will not assuming be or become liable for, any other liability liabilities or obligation obligations of Seller of any Seller of whatever kind or nature (fixed or whatsoever, whether absolute, contingent, accrued, known or unknown), whether presently in existence related to the pre-Closing ownership or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities operation of the Sellers Purchased Assets or the Stations, the pre-Closing or post-Closing ownership or operation of the Excluded Assets, Seller’s employees or otherwise, including, without limitation, the cost of satisfying all monetary amounts required (pre-Closing or post-Closing) to remove all such liabilities and obligations not being assumed being herein referred Encumbrances constituting Permitted Liens as of the Closing Date pursuant to clause (i) or (ii) of the definition thereof to which the Purchased Assets are subject as of the Closing Date (collectively, the “Excluded Liabilities”); provided, however, that Seller shall not be obligated to pay the cost of satisfying any monetary amount required to remove any Encumbrance constituting a Permitted Lien pursuant to clause (i) or (ii) of the definition thereof (x) to the extent that such amount is not yet due and payable as of the Closing Date, until the date on which such amount becomes due and payable or (y) to the extent that such amount is being contested in good faith by appropriate proceedings, until the date on which the obligation with respect thereto is resolved by such appropriate proceedings, including any settlement thereof. For the avoidance of doubt (but without overriding doubt, the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following: (i) all Taxes of Seller, including any liability or obligation resulting from or arising out Taxes imposed on Seller as a result of the conduct transactions contemplated by this Agreement, except for any Taxes of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts Seller specifically allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers Buyer pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, 3.6.1 and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closing7.7.1.

Excluded Liabilities. Notwithstanding any provision Except as expressly stated in this Agreement or any other writing to -------------------- the contrary, Buyer is assuming only shall not assume and shall not be responsible for, and Sellers shall be and remain liable for, the Assumed Liabilities and is not assuming payment, performance or discharge of any other liability or obligation of any Seller of whatever nature Sellers whatsoever other than the Assumed Liabilities. Sellers covenant and agree that they will fully discharge (fixed or contingentmutually settle, known or unknown)compromise or, whether presently as provided in existence or arising hereafter. All such other Section 9.1, indemnify the Buyer against) all their respective liabilities and obligations shall be retained by and remain obligations and liabilities as to which Sellers' failure to so discharge or settle could result in an Encumbrance against any of the Sellers (all Purchased Assets or a claim against Buyer, except the Assumed Liabilities. All such liabilities and obligations not being assumed being by Buyer pursuant to Section 2.3 are herein referred to as called the “"Excluded Liabilities”). For ." Without limitation of the avoidance of doubt (but without overriding foregoing, the Assumed Liabilities in Section 1.03), Excluded Liabilities shall include without limitation, the followingfollowing liabilities or obligations: (i) any liability liabilities or obligation resulting from or arising out obligations of the conduct of the supermarket business any of the Sellers (including the operation in respect of pharmacy counters in supermarkets), any Excluded Assets or other business assets of the Sellers other than the Standalone Drug Business, or any Excluded Assetwhich are not Purchased Assets; (ii) all amounts allocated to any liabilities or obligations in respect of Taxes for which any of the Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers are liable pursuant to Section 8.027.7; (iii) all accounts payable arising prior to Closing any liabilities or obligations of the Sellers with respect to commitments for the Standalone Drug Business purchase or the Purchased Assetssale of power or fuel, other than under any Sellers' Agreement; (iv) Except for obligations assumed by Buyer under Section 7.9, any liabilities or obligations relating to the Sellers' employment of, termination of employment of, provision of benefits to, and compensation of employees employed at the Purchased Assets, including but not limited to an employee whose employment principally relates to any of the Purchased Assets (Aa "Purchased Assets Employee"), and any personal injury, discrimination, harassment, wrongful discharge or other wrongful employment practice, unfair labor practice, claims for benefits (including claims arising under ERISA or workers' compensation laws), or similar claims or causes of action, known or unknown, absolute or contingent, asserted or unasserted, of any such person arising out of acts or omissions occurring or otherwise attributable to the period on or before the Closing Date; (v) any liabilities, obligations, or responsibilities under or related to former, current or future Environmental Laws, Environmental Matters or the common law, whether such liability or obligation for Taxes or responsibility is known or unknown, contingent or accrued, arising as a result of or in connection with (a) any violation or alleged violation of Environmental Laws with respect to the Standalone Drug Business offsite disposal, storage, transportation, discharge, Release or recycling of Hazardous Substances on or prior to the Closing Date in connection with the ownership, operation or maintenance of the Purchased Assets; (b) compliance with applicable Environmental Laws with respect to the offsite disposal, storage, transportation, discharge, Release or recycling of Hazardous Substances on or prior to the Closing Date in connection with the ownership, operation or maintenance of the Purchased Assets; (c) loss of life, injury to persons or property or damage to natural resources (whether or not such loss, injury or damage was made manifest before or after the Closing Date) caused (or allegedly caused) by the offsite disposal, storage, transportation, discharge, Release or recycling of Hazardous Substances on or prior to the Closing Date in connection with the Purchased Assets, or the ownership, operation or maintenance of the Purchased Assets related to a Pre-Closing Tax Period, Assets; and (Bd) any liability the investigation and/or remediation (whether or obligation for Taxes not such investigation or remediation commenced on or before the Closing Date) of any SellerHazardous Substances that are disposed, stored, transported, discharged, Released or recycled, or the arrangement for such activities at any member of any consolidatedoff-site location, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer Purchased Assets or the ownership, operation or maintenance of the Purchased Assets; (vi) any liabilities, obligations or responsibilities under or related to former, current or future Environmental Laws, Environmental Matters or the common law, whether such liability, obligation or responsibility is known or unknown, contingent or accrued, arising as a result of or in connection with (a) any violation or alleged violation of Environmental Laws with respect to the ownership or operation of the Purchased Assets pursuant on or prior to this Agreement and Apportioned Obligations shall be allocated and paid the Closing Date; (b) compliance with applicable Environmental Laws with respect to the ownership or operation of the Purchased Assets on or prior to the Closing Date; (c) loss of life, injury to persons or property or damage to natural resources (whether or not such loss, injury or damage was made manifest before or after the Closing Date) caused (or allegedly caused) by the presence or Release of Hazardous Substances at, on, in, under, adjacent to or migrating from the Purchased Assets on or prior to the Closing Date, including, but not limited to, Hazardous Substances contained in building materials at the Purchased Assets or in the manner set forth soil, surface water, sediments, groundwater, landfill cells, or in Section 8.02 hereofother environmental media at or adjacent to the Purchased Assets on or prior to the Closing Date and (d) the investigation and/or remediation (whether or not such investigation or remediation commenced on or before the Closing Date) of Hazardous Substances that are present or have been Released at, on, in, under, adjacent to or migrating from the Purchased Assets on or prior to the Closing Date, including, but not limited to, Hazardous Substances contained in building materials at the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at or adjacent to the Purchased Assets on or prior to the Closing Date; (vvii) all any liabilities and or obligations of Sellers relating to any benefit plan, or arising to any "employee pension benefit plan" (as defined in Section 3(2) of ERISA) of Sellers, whether or not terminated, established, maintained or contributed to by any of the Sellers or any of their ERISA Affiliates at any time, or to which any of the Sellers or any of their ERISA Affiliates are or have been obligated to contribute to at any time ("ERISA Affiliate Plan"); including any liability (A) to the Pension Benefit Guaranty Corporation under Title IV of ERISA; (B) relating to a multiemployer plan; (C) with respect to non-compliance with COBRA or HIPAA; (AD) with respect to noncompliance with any Employeeother applicable provision of the Code, that ariseERISA or any other applicable laws; or (E) with respect to any suit, existproceeding or claim which is brought against the Buyer with respect to any such benefit plan or ERISA Affiliate Plan, accrue against any such benefit plan or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9ERISA Affiliate Plan, or (B) against any employee fiduciary or former fiduciary of any Seller such benefit plan or any of its Affiliates who is not an EmployeeERISA Affiliate Plan; and (viviii) all other BHE's obligations under the HQ Transmission Support Agreements (subject to the terms and conditions of the HQ Transfer Agreement). All such liabilities and obligations (other than not being assumed pursuant to this Section 2.4 are herein called the "Excluded Liabilities." Subject to Section 9.2(f), the parties agree and acknowledge that the Sellers shall be entitled exclusively to control any Assumed Liabilities) litigation, administrative or regulatory proceeding, investigation or inquiry of any kind, fixed kind or contingent, known or unknown, resulting from or nature arising out of or related to any Excluded Liabilities, and the conduct Buyer agrees to promptly notify the Sellers of the Standalone Drug Business, the use, non-use actual or ownership (whether by leasehold threatened commencement or fee) occurrence of any of the Purchased Assets, foregoing and to cooperate fully with the Sellers in connection therewith (provided that Buyer's cooperation need not include the payment of money or the operation of the Facilities, in each case under this clause (viany other financial accommodation), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closing.

Excluded Liabilities. Notwithstanding The term "EXCLUDED LIABILITIES" shall mean, collectively, all Covered Liabilities attributable to or arising from (a) the Excluded Assets individually or taken as a whole, except to the extent allocated to Purchaser, the Dominick's Group or any provision in this of their Affiliates under the Tax Matters Agreement or any other writing allocated to Dominick's under the Asset Transfer Agreement, (b) the Excluded Subsidiaries or the business conducted by either of them prior to or following the Closing Date except to the contraryextent allocated to Purchaser, Buyer is assuming only the Assumed Liabilities Dominick's Group, or any of their Affiliates under the Tax Matters Agreement or allocated to Dominick's under the Asset Transfer Agreement, (c) the transfer of the Excluded Assets and is not assuming the Excluded Subsidiaries pursuant to the Asset Transfer Agreement except to the extent allocated to Purchaser, the Dominick's Group, or any other liability of their Affiliates under the Tax Matters Agreement or obligation of any Seller of whatever nature allocated to Dominick's under the Asset Transfer Agreement, (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such d) all other liabilities assumed by the Shareholders under the Asset Transfer Agreement, and obligations shall be retained by and remain obligations and (e) all liabilities of the Sellers Company on the Closing Date (all other than those referenced in Section 3.6(b)(iii) hereof to the extent allocated to Purchaser, any member of the Dominick's Group or any of their Affiliates under the Tax Matters Agreement), and (f) any liabilities of the Dominick's Group to the minority shareholders of Dominick's or the holders of the stock appreciation rights relating to the Dominick's capital stock in respect of such rights or stock, which, in either case, are outstanding immediately prior to the consummation of the Stock Redemption (other than the obligation of Dominick's to effect the transactions contemplated by Section 5.10 hereof and other than such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03)Holdings, Excluded Liabilities include the following: (i) any liability or obligation resulting from or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any SellerPurchaser, or any member of the Dominick's Group or any consolidated, affiliated, combined of their Affiliates may have as a result of or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer its issuance to any such holder of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employeestock appreciation rights, that ariseoptions, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9stock, or (B) any employee of any Seller other security in exchange for all or any portion of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed such holders' stock appreciation rights or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vistock), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closing.including liabilities

Excluded Liabilities. Notwithstanding Except for the Assumed Liabilities, Purchaser shall not assume, and shall have no liability or obligation whatsoever at any provision time for any or all Liabilities of Sellers arising prior to, at or after the Effective Time from the operation of, or any act or omission occurring in respect of, the Business or the ownership of the Acquired Assets (collectively, the "EXCLUDED LIABILITIES"). Excluded Liabilities shall include (and without implication that Purchaser is assuming any Liability not expressly excluded below and, where applicable, without implication that any of the following would constitute Assumed Liabilities but for this provision), the following claims against and Liabilities of Sellers, which shall not be assumed or discharged by Purchaser: (a) any Liabilities of Sellers to any of Sellers' Affiliates; (b) any Liabilities of Sellers for legal, accounting, audit and investment banking fees, brokerage commissions, and any other expenses incurred by Sellers in connection with the negotiation and preparation of this Agreement and the sale of the Acquired Assets to Purchaser; (c) any Liability of Sellers for or related to indebtedness of Sellers to banks, financial institutions or any other writing Person with respect to borrowed money or otherwise; (d) any Liabilities of Sellers under those Contracts and Permits which are not assigned to Purchaser pursuant to the contraryprovisions of this Agreement; (e) any Liabilities of Sellers under collective bargaining agreements pertaining to employees of Sellers; any Liabilities of Sellers to pay severance benefits or other obligations to employees of Sellers whose employment is terminated prior to the Effective Time or in connection with or following the sale of the Acquired Assets pursuant to the provisions hereof; or any Liability of Sellers under any Federal or state law; (f) any claims against or Liabilities of Sellers for injury to or death of natural persons or damage to or destruction of property arising out of events occurring prior to the Effective Time (including any worker's compensation claim) regardless of when said claim or Liability is asserted, Buyer is assuming only including any claim or liability for consequential or punitive damages in connection with the Assumed foregoing; (g) any Liabilities of Sellers for medical, dental, and is not assuming any other liability or obligation of any Seller of whatever nature disability (fixed or contingent, known or unknown)both long-term and short-term) benefits, whether presently insured or self-insured, accruing or based upon exposure to conditions, or aggravation of disabilities or conditions in existence existence, on or prior to the Effective Time or for claims incurred or disabilities commencing on or prior to the Effective Time, and any liability for the foregoing, regardless of when accrued and regardless of when any condition existed, which arises by virtue of an employment relationship at any time with Seller; (h) any Liabilities of Sellers arising hereafter. All such other liabilities out of or in connection with any of Sellers' employee welfare and obligations shall be retained by and remain obligations and liabilities of the Sellers pension benefit (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following:including profit sharing) plans or any withdrawal therefrom; (i) any liability or obligation resulting from or Liabilities of Sellers arising out of the conduct or in connection with any violation of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets)a statute or governmental rule, any other business of the Sellers other than the Standalone Drug Business, regulation or any Excluded Assetdirective; (iij) all amounts allocated to any Liabilities of Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Sellerto, or relating to, any member of any consolidated, affiliated, combined Environmental Laws or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employeeenvironmental matter; and (vik) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out without limitation by the specific enumeration of the conduct foregoing, any Liabilities of the Standalone Drug Business, the use, non-use or ownership (whether Sellers not expressly assumed by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only Purchaser pursuant to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as provisions of the ClosingSECTION 2.3.

Excluded Liabilities. Notwithstanding any provision anything to the contrary herein, the Buyer shall not assume or be obligated to pay, perform or otherwise discharge or in this Agreement or any other writing to manner be liable or responsible for any Liabilities of, or Proceeding against, the contrarySelling Entities, Buyer is assuming only other than the Assumed Liabilities and (all such Liabilities that the Buyer is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to collectively as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), The Excluded Liabilities include the following, other than the Assumed Liabilities: (a) all Liabilities for Taxes (i) any liability or obligation resulting from or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a for any Pre-Closing Tax Period, Period (as determined in accordance with Section 7.7(b)) and (Bii) of the Selling Entities, in each case excluding any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes Transfer Taxes; (if anyb) attributable all other Liabilities relating to the transactionsPurchased Assets, occurring on or to the extent such Liabilities arise prior to the Closing Dateor relate to events, pursuant to this Agreement, the Merger Agreement or the Purchase facts and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable circumstances first existing prior to the period as of or prior to Closing, other than any liability Assumed Liabilities; (c) (i) the Liabilities of the Selling Entities arising under the Assumed Agreements or obligation expressly assumed by Buyer pursuant the Assumed Real Property Leases to Article 9the extent such Liabilities arise prior to the Petition Date or relate to events, facts and circumstances first existing prior to the Petition Date; and (ii) all other Liabilities relating to the Purchased Assets (other than the Liabilities arising under the Assumed Agreements or the Assumed Real Property Leases), to the extent such Liabilities arise prior to the Closing or relate to events, facts and circumstances first existing prior to the Closing, in the case of each of clauses (Bi) and (ii), other than any employee of Cure Payments and any Seller or any of its Affiliates who is not an EmployeeAssumed Liabilities; (d) all Liabilities primarily relating to Excluded Assets; and (vie) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or feeLiabilities listed on Section 2.4(e) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the ClosingSeller Disclosure Schedule.

Excluded Liabilities. Notwithstanding Purchaser shall not assume or be obligated to pay, perform or otherwise discharge any provision in this Agreement liabilities or any obligations of Seller other writing to the contrary, Buyer is assuming only than the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafterLiabilities. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller other than the Sellers (all such liabilities and obligations not being assumed being herein Assumed Liabilities are referred to herein as the “Excluded Liabilities”). For the avoidance , all of doubt (but without overriding the Assumed Liabilities in Section 1.03), which Excluded Liabilities include shall remain the sole responsibility of Seller. The Excluded Liabilities include, without limitation, the following: (ia) Any liabilities or obligations of Seller in respect of any liability Excluded Assets or obligation resulting from other assets which are not Assets and the ownership, operation and conduct of any business in connection therewith or therefrom; (b) Any liabilities or obligations of Seller in respect of costs under Section 3.6 and Taxes attributable to the ownership, operation or use of Assets before the Closing Date (except for Taxes for which Purchaser is liable pursuant to Section 3.6) and any Taxes for which Seller is liable under Section 6.5; (c) Except as otherwise specifically set forth in Section 2.3 herein, liabilities or obligations arising out prior to the Closing Date under any of the conduct agreements or contracts assumed by Purchaser, including the Facilities Contracts; (d) Liabilities or obligations under any of the supermarket business Facilities Contracts which would be included in the Assets but for the provisions of Section 3.7, unless Purchaser is provided with the Sellers benefits thereunder as contemplated by Section 3.7; (including the operation of pharmacy counters e) Except as otherwise set forth in supermarketsSection 2.4(i), any other business of the Sellers fines, penalties or costs, other than the Standalone Drug Businesscosts specified in Section 2.3(d), or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing imposed by a Governmental Authority with respect to the Standalone Drug Business Assets resulting from (i) an investigation, proceeding, request for information or inspection before or by a Governmental Authority pending or, to Seller’s Knowledge, threatened prior to Closing, but only relating to actions or omissions or conditions existing prior to the Purchased AssetsClosing Date or (ii) violations of applicable law or illegal acts of Seller; (ivf) Any liability of Seller arising out of a breach by Seller of any of its obligations under this Agreement, the Confidentiality Agreement or the Ancillary Agreements; (Ag) Any obligation of Seller to indemnify any liability Person who is a member of the Purchaser Group pursuant to ARTICLE 7; (h) Any costs or obligation expenses for Taxes which Seller is liable under this Agreement; (i) Seller’s share of all liabilities or obligations (including, without limitation, any fines, penalties or costs imposed by a Governmental Authority) arising under Environmental Laws (whether such laws are enacted before or after the Closing Date), and all liabilities or obligations relating to Environmental Conditions or Hazardous Substances, to the extent attributable to actions or failures to act occurring, or conditions first arising, prior to the Closing Date in connection with Seller’s ownership of the Assets or the operation thereof or with respect to the Standalone Drug Business Navajo Mine, whether or not such liabilities and obligations are alleged, claimed, enforced, settled, or paid for after the Purchased Assets Closing Date (the “Retained Environmental Liabilities”), but excluding all liabilities assumed by Purchaser under Section 2.3(c), Section 2.3(d) and Section 2.3(h), and related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or threatened Releases that do not exist prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (vj) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out Seller’s share of the conduct costs of Remediation or removal of the Standalone Drug BusinessLandfill if the Facilities Owners are required to Remediate or remove such Landfill under Laws, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, Facilities Lease or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closing§ 323 Grants.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrarycontrary in Section 2.03, and except as otherwise provided in any Related Agreement, Buyer is assuming only shall not assume or be liable for, and shall not be deemed to have assumed or to have become liable for, the Assumed following Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers Seller Entities (all such liabilities and obligations not being assumed being herein referred to as the “"Excluded Liabilities”). For the avoidance of doubt "): (but without overriding the Assumed a) all Liabilities in Section 1.03respect of the Excluded Assets (including Non- Assigned Contracts), Excluded Liabilities include the following:; (b) (i) all Liabilities arising under any liability or obligation resulting from or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; Seller Entity Plan and (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any SellerLiabilities to, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to the employment or termination of employment or retirement of, any Seller Entity Employee or any spouse, child, dependent, alternate payee or beneficiary of any Seller Entity Employee; (c) (i) all Liabilities arising under COBRA in respect of Business Employees insofar as the Liabilities relate to qualifying events (within the meaning of COBRA) that occur prior to, at or in connection with the Closing; and (ii) all Liabilities arising under Title IV of ERISA in respect of any Seller Entity Plan; (d) all Liabilities arising out of any Indebtedness of any of the Seller Entities; (e) all Liabilities arising out of any obligations to, or agreements by, any Seller Entity or any of its Affiliates, in each case other than as provided for pursuant to this Agreement or any Related Agreement; (f) all Liabilities in respect of Taxes for which Seller is liable pursuant to Section 10.01 and Section 10.02; (g) all Liabilities for goods delivered or services rendered prior to the Closing; (h) Environmental Liabilities relating to the disposal, storage, transportation, discharge, release, recycling, or the arrangement for such activities, at any Off- Site Location by Seller or any Other Seller Entity, of Hazardous Substances that were generated at the Sites where the disposal, storage, transportation, discharge, release or recycling of such Hazardous Substances at such Off-Site Location occurred prior to the Closing; (i) all Liabilities of Seller for assessments for Decommissioning and decontamination fees relating to Nuclear Fuel purchased and consumed at the Facility for periods prior to the Closing under 42 U.S.C. §2297g-1; (j) all Liabilities of Seller for fees (including interest) payable to the DOE under Article VIII of the DOE Standard Contract after the Closing for electricity generated by the Facility prior to the Closing (other than as provided in Section 2.03(g)(i)), regardless of whether the fee is imposed retroactively or is imposed prospectively (but then only for that portion of the fee that represents an increase in the fee to account for periods during which the DOE did not collect the fee), it being understood that, as between DOE and Buyer, Buyer shall become primarily liable for such fees as a result of its assumption of the DOE Standard Contract for the Facility, but that, as between Buyer and Seller, Seller shall remain responsible for such fees; (k) all Liabilities and obligations expressly allocated to or retained by Seller or any Affiliate of Seller in any Related Agreement; (l) all Liabilities for monetary fines, penalties or interest imposed by a Governmental Authority with respect to the Transferred Assets or the export of controlled information in violation of export control Laws and regulations, the Facility or Seller to the extent resulting from actions or omissions prior to the Closing; (m) except to the extent expressly designated as an Assumed Liability in Section 2.03(m), all Liabilities relating to any Claim by a Third Party against or relating to the Seller Entities or the Transferred Assets (A) any Employee, that arise, exist, accrue which is pending or are attributable threatened in writing prior to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, Refueling or (B) any employee which arises after the commencement of any Seller or any of its Affiliates who is not an Employeethe Refueling and prior to the Closing and involves Excluded Disqualifying Conduct; (n) all Liabilities expressly designated as Excluded Liabilities set forth on Schedule 2.04(n); (o) all Pre-Closing Contractual Liabilities, including with respect to the CBAs except to the extent specifically provided in the Employee Matters Agreement; and (vip) all other liabilities and obligations except to the extent specifically identified as Assumed Liabilities in clauses (other than any Assumed Liabilitiesa) through (o) of any kindSection 2.03, fixed or contingent, known or unknown, resulting all Liabilities arising from or arising out of the conduct of the Standalone Drug Business, the use, non-use Transferred Assets or ownership (whether by leasehold or fee) of the Purchased Assets, or the and operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period Facility prior to Closing or as of the Closing.

Excluded Liabilities. Notwithstanding Seller shall retain all debts, obligations and liabilities (known, unknown, fixed, contingent or otherwise) other than the Assumed Liabilities (the "Excluded Liabilities"), and notwithstanding anything to the contrary in Section -------------------- ------- 2.3, none of the following shall be Assumed Liabilities for the purposes of this --- Agreement: (a) all liabilities in respect of Taxes for which Seller Group is liable pursuant to Section 5.15; ------------ (b) those liabilities retained by Seller pursuant to Section 5.13; ------------ (c) obligations or expenses of Seller in connection with the transactions contemplated hereby, including legal and accounting fees and expenses and investment banking fees due (except such fees and expenses as Seller is entitled to receive from Buyer and that arise out of a breach of this Agreement, enforcement of this Agreement, indemnification pursuant to this Agreement, and similar matters); (d) all Environmental Matters relating to or arising from the ownership or operation by Seller, Former Owner or any provision in this Agreement of their Affiliates of any tangible Excluded Assets or any other writing to the contrarytangible asset or property at any time owned or operated by Seller, Buyer is assuming only the Assumed Liabilities and is not assuming Former Owner or any other liability of their Affiliates or obligation of any Seller of whatever nature (fixed or contingentpredecessors, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following: (i) any liability or obligation resulting from or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (ive) all intercompany accounts and other liabilities or obligations to Holding, Global or any of their respective Affiliates; (Af) any liability or obligation for Taxes with respect all amounts payable pursuant to the Standalone Drug Business or Promissory Note referred to in Section 3.1 of the Purchased Assets related to a Pre-Closing Tax Period, Bifurcation Agreement and all other liabilities and obligations of Seller under the Bifurcation Agreement (Bother than those specifically included in the definition of Assumed Liabilities); (g) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any all amounts payable by Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on Lenders or prior otherwise under the Credit Agreement; (h) all amounts payable under or other liabilities or obligations relating to the Closing Date, pursuant to this Agreement, the Merger Agreement Amana Appliance Phantom Appreciation Rights Plan; (i) all liabilities or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets obligations undertaken by Seller pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereofinstruments delivered hereunder; (vj) any liabilities or obligations in respect of any Excluded Assets; (k) accrued liabilities of any kind required to be reflected on the Closing Date Pro Forma Balance Sheet which were not reflected thereon as a dollar amount; (l) all liabilities and or obligations relating to or arising with respect to (A) any Employeeof Seller, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller Former Owner or any of its their Affiliates who is not an Employeeunder the Viking Agreements; and (vim) all other liabilities and or obligations (other than of Seller, Former Owner or any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of their Affiliates under the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only Raytheon Agreements that are not directly related to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the ClosingBusiness.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing anything to the contrarycontrary set forth herein, Buyer is assuming only Purchaser shall not assume and shall be deemed not to have assumed, and the Sellers shall remain liable with respect to, any and all Liabilities of the Sellers arising out of, relating to or otherwise in respect of the Business, the Employees, or the Purchased Assets prior to the Closing Date, and all other Liabilities of any Seller Entity, other than the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingentcollectively, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For Without limiting the foregoing, for the avoidance of doubt doubt, except to the extent that any of the following constitute an Assumed Liability, Purchaser shall not be obligated to assume, and does not assume, and hereby disclaims all of the Excluded Liabilities, including all of the following Liabilities of any Seller Entity (but without overriding each of which shall constitute an Excluded Liability hereunder): (a) all Liabilities arising out of or relating to the Business, the Purchased Assets or the ownership, operation or conduct thereof; (b) all Liabilities for accrued expenses and accounts payable of the Business, other than the Assumed Accounts Payable; (c) all Liabilities in Section 1.03)arising out of any of the Excluded Assets, Excluded including Contracts that are not Purchased Contracts and any Title Defect Property or Environmental Defect Property that Purchaser elects to exclude from the Purchased Assets pursuant to Sections 8.17 and 8.18, as applicable; (d) all Environmental Liabilities include the following: and Obligations, based on facts, occurrences or conditions (i) any liability first arising or obligation resulting from or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring existing on or prior to the Closing Date, pursuant or (ii) arising at any time at any properties other than the Real Property; provided, that nothing in this Agreement shall (A) release, nullify, or enjoin the enforcement of any liability to a Governmental Body under Environmental Laws (or any associated liabilities for penalties, damages, cost recovery, or injunctive relief) that any entity would be subject to as the owner, lessor, lessee, or operator of any Real Property after the Closing Date, or (B) in any way diminish the obligations of the Sellers to comply with Environmental Laws consistent with their rights and obligations as debtors in possession under the Bankruptcy Code; (e) all Liabilities relating to any claims for infringement, dilution, misappropriation or any other violation of the rights of any third parties or caused by use of the Purchased Intellectual Property by a Seller Entity; (f) except as otherwise expressly provided in this Agreement with respect to Transfer Taxes and Periodic Non-Income Taxes, all Liabilities for any Taxes of any Seller Entity and all liability for Taxes in respect of the Purchased Assets that are attributable to any period, or portion thereof, before the Closing Date; (g) all Excluded Employee Liabilities; (h) all Liabilities arising as a result of any Legal Proceedings, whether initiated prior to or following the Closing Date, to the extent related to the Business or the Purchased Assets on or prior to the Closing Date, including any actions for breach of contract, product liability or any tort actions; (i) all Liabilities arising under any Indebtedness of any Seller Entity or any obligations or Liabilities to preferred or common equityholders of any Seller Entity; (j) all Liabilities with respect to any costs, fees and expenses (including all legal, accounting, financial advisory, valuation, investment banking and other third party advisory or consulting fees and expenses) incurred by or on behalf of any Seller Entity in connection with or arising from the Bankruptcy Case or the transactions contemplated by this Agreement, the Merger Agreement Ancillary Agreements and each other agreement, document or instrument contemplated hereby or thereby; (k) all Liabilities (i) existing prior to the Purchase filing of the Bankruptcy Case that are subject to compromise under the Bankruptcy Case, other than the Cure Costs, and Separation Agreement (including ii) to the Reorganization as defined therein); provided that Transfer Taxes extent not otherwise expressly assumed herein, incurred subsequent to the filing of the Bankruptcy Case and prior to the Closing; (l) all Liabilities relating to any theories of law or equity involving successors or transferees; (m) all Liabilities and obligations of any Seller under this Agreement, the Ancillary Agreements and each other agreement, document or instrument contemplated hereby or thereby or any Contract entered into in connection herewith or therewith; (n) all liability, warranty and similar claims for damages or injury to person or property and all other Liabilities, regardless of when made or asserted, to the extent arising out of or incurred in connection with the transfer conduct of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in Business, on or before the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an EmployeeClosing Date; and (vio) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out Legal Proceedings set forth on Section 5.11 of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the ClosingSeller Disclosure Schedule.

Excluded Liabilities. Notwithstanding any provision anything to the contrary contained in this Agreement Agreement, neither Purchaser nor any of its Designees shall assume or be liable for or otherwise be obligated to pay, perform or discharge, and Tegal France shall not be liable for or otherwise be obligated to pay, perform or discharge, any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of any Seller Party of whatever any nature (fixed whatsoever, whether accrued or unaccrued, absolute or contingent, known or unknown), whether presently in existence or arising hereafter. All such and regardless of when asserted, other liabilities and obligations shall be retained by and remain obligations and liabilities of than the Sellers Assumed Liabilities (all such liabilities and obligations not being assumed being herein referred to as Liabilities of the Seller Parties that neither Purchaser nor any of its Designees are assuming are the “Excluded Liabilities”). For the avoidance of doubt doubt, the Excluded Liabilities include: (but without overriding a) All Liabilities of any Seller Party or Tegal France that relate primarily to the Excluded Assets or the Excluded Businesses; (b) All Liabilities of any Seller Party that arise on or at any time after the Closing Date other than the Assumed Liabilities; (c) All Liabilities of Seller or any Affiliate of Seller other than Tegal France for Taxes, whether accrued or arising prior to, at or after the Closing Date, including any Liability for Transfer Taxes; (d) All Liabilities of Tegal France other than Current Liabilities incurred in Section 1.03)the ordinary course of business prior to the Closing that are expressly listed in the Pre-Closing Statement, to the extent (and only to the extent) taken into account in the calculation of Net Working Capital. Without limiting the foregoing, the following Liabilities of Tegal France are Excluded Liabilities include the followingLiabilities: (i) any liability all long-term liabilities incurred on or obligation resulting from or arising out of before the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded AssetClosing Date; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02any income Tax obligations of Tegal France for Pre-Closing Tax Periods; (iii) all accounts payable arising Liabilities that arise from the violation of law or breach of contractual or other obligations prior to Closing with respect to the Standalone Drug Business or the Purchased AssetsClosing; (iv) (A) any liability Liabilities arising out of environmental claims relating to events that occurred or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or conditions that existed prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereofClosing; (v) all liabilities and obligations relating to or Liabilities arising out of defect claims with respect to (A) any Employee, that arise, exist, accrue or are attributable products delivered prior to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or Liabilities arising out of infringement claims relating to the conduct Included Intellectual Property that are based on actions or omissions that occurred prior to the Closing Date; (e) All Liabilities of the Standalone Drug Business, Seller Parties and Tegal France for borrowed money or the use, non-use deferred payment of purchase price or ownership otherwise with respect to debt obligations; (whether by leasehold or feef) All Liabilities of the Purchased AssetsSeller Parties for trade accounts payable; (g) All Liabilities relating to employees, consultants and directors of the Seller Parties, including with respect to payroll, vacation, sick leave, workers' compensation, unemployment benefits, pension benefits, or the operation any employment, severance, retention or termination agreement; (h) All claims by equity or debt holders of any of the FacilitiesSeller Parties, in each case under including with respect to this clause Agreement and the transactions contemplated hereby, and all obligations, losses and other liabilities arising therefrom; (vi)i) All debts, only obligations and other Liabilities of the Seller Parties that do not relate to the extent such Included Businesses; (j) All Liabilities relating to legal fees and expenses and other liabilities transactional costs incurred by the Seller Parties and Tegal France with respect to this Agreement and the transactions contemplated hereby; and (k) All debts, obligations arise during, accrue during, or are attributable to the period prior to Closing or as and other Liabilities of the ClosingSeller Parties of any nature whatsoever that are not expressly assumed by Purchaser in Section 2.3.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only shall not assume or be liable for hereunder any Liabilities of Seller other than the Assumed Liabilities, and Seller shall retain and be responsible for all other Liabilities and is not assuming any of Seller (other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknownthan the Assumed Liabilities), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of including the Sellers following (all such liabilities and obligations not being assumed being herein referred to as collectively, the “Excluded Liabilities”). For the avoidance of doubt ): (but without overriding the Assumed a) any and all Liabilities in Section 1.03), Excluded Liabilities include the following: for Taxes (other than Transfer Taxes) (i) of or imposed on Seller (or any liability member or obligation resulting from Affiliate of Seller) or arising out (ii) related or attributable to (but solely to the extent related or attributable to) the Purchased Assets or the Business for any Pre-Closing Tax Period (including any Taxes with respect to a Straddle Period allocated to Seller pursuant to ‎‎Section 7.04(a)); (b) any indebtedness for borrowed money, bank loans or facilities or any other debt instruments of Seller, other than accounts payable or accrued expenses of Seller with respect to the Business incurred or accrued in the ordinary course of business; (c) all Liabilities related to any Action to the extent relating to the ownership or operation of the conduct of Purchased Assets or the supermarket business of Business prior to the Sellers Closing Date; (including d) all Liabilities under the operation of pharmacy counters in supermarkets), any other business of Assumed Contracts arising prior to the Sellers other than Closing Date to the Standalone Drug Business, extent relating to the period prior to the Closing Date; (e) all Liabilities arising under or relating to any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (Af) any liability brokerage, commission, finders or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Periodsimilar fees, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred payable in connection with the transfer of the Purchased Assets transactions contemplated by this Agreement or otherwise, pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof;any arrangement entered into by Seller or any Affiliate thereof; and (vg) all liabilities and obligations Liabilities relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee or consultant of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kindAffiliates, fixed whether arising before, on or contingent, known or unknown, resulting from or arising out of following the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the ClosingDate.

Excluded Liabilities. Notwithstanding any provision in this Agreement or Without limiting the generality of the first sentence of Section 1.4, and notwithstanding any other writing provision of this Agreement, the Seller Parties shall retain, and the Buyer Parties shall not assume or be responsible or liable to the contrarypay, Buyer is assuming only perform or discharge any Liabilities of either Seller Party or their respective Affiliates of any kind or nature whatsoever other than the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as Liabilities other than the Assumed Liabilities, the “Excluded Liabilities”). For the avoidance The Seller Parties shall, and shall cause each of doubt (but without overriding the Assumed Liabilities its Affiliates to, pay and satisfy in Section 1.03), due course all Excluded Liabilities that it, or any of its Affiliates, is obligated to pay and satisfy, and to the extent Buyer pays any portion of the Excluded Liabilities on behalf of Seller, Seller shall reimburse Buyer on a dollar-for-dollar basis notwithstanding Buyer’s right to indemnification with respect to Excluded Liabilities pursuant to Section 9 below. Without limiting the generality of the foregoing, the Excluded Liabilities shall include without limitation the following: (a) all Liabilities to the extent arising from or in connection with the operation or conduct (whether by act or omission) of the University prior to the Closing Date (other than the Assumed Liabilities), including (i) the lease and occupancy of the premises subject to, and performance under, the Leases prior to the Closing Date, (ii) Liabilities under the Transferred Contracts to the extent such Liabilities arise out of or relate to a breach by the Seller Parties of such Transferred Contracts prior to Closing, (iii) Liabilities related to present or former directors, trustees, employees or independent contractors relating to their service with Seller prior to the Closing Date, (iv) Liabilities arising out of, in respect of, or in connection with the failure by the Seller Parties or any liability of their Affiliates to comply with any Law or obligation resulting from or Governmental Order; (v) Liabilities for the payment of BDTR Claims arising out of the conduct operation of the supermarket business University prior to the Closing Date, and (vi) Liabilities in respect of the Sellers (including any pending or threatened Action arising out of, relating to or otherwise in respect of the operation of pharmacy counters in supermarkets), any other business the University or the ownership and use of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect Institutional Assets to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect extent such Action relates to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, such operation and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring use on or prior to the Closing Date; (b) all Liabilities now or hereafter existing to the extent arising under or from the ownership, use or operation of the Excluded Assets; (c) any Tax Liability arising, imposed or assessed in respect of the Seller Parties’ operation of the University or ownership of the Institutional Assets for periods ending prior to the Closing Date or, with respect to periods straddling the Closing Date, pursuant the amount of any such Tax Liability relating to the portion of such tax period that ends on the Closing Date; (d) all Liabilities arising under or in connection with any Benefit Plan relating to employment or other service with Seller or Seller Parent prior to the Closing Date or otherwise incurred prior to the Closing Date; (e) all Liabilities relating to Seller’s 401(k) plan, any stock incentive or employee stock purchase plan of Seller or Seller Parent, and any nonqualified deferred compensation plan of Seller or Seller Parent; (f) all Liabilities of the Seller Parties arising under or in connection with the negotiation, preparation, investigation and performance of this Agreement, the Merger Agreement or other Transaction Documents, and the Purchase transactions contemplated hereby and Separation Agreement (thereby, including without limitation all fees and expenses incurred by the Reorganization as defined therein); provided that Transfer Taxes incurred Seller Parties in connection with the transfer respect of the Purchased Assets pursuant to this Agreement counsel, accountants, consultants, advisers, and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employeeothers; and (vig) all other liabilities and obligations (other than any Assumed Liabilities) Liabilities associated with debt, loans or credit facilities of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only either Seller Party owing to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closingfinancial institutions.

Excluded Liabilities. Notwithstanding Purchaser shall not assume any provision in this Agreement (i) Debt Instruments (including accrued interest thereon), debts, trade payables, accrued expenses, contractual obligations, commitments or similar arrangements or other Liabilities to (x) any other writing of Seller's past or present member ownership group or professional advisors, or (y) the $75,000 loan and any interest accruing thereon to the contraryKansas Department of Commerce & Housing, Buyer is assuming only which loan and interest shall be paid in full or otherwise satisfied by Seller to the Assumed Liabilities extent the same becomes due and is not assuming any other liability or obligation of any Seller of whatever nature owing, (fixed or contingentii) pending claims, contingent liabilities (whether known or unknown), whether presently income or franchise Tax or similarly based Tax liabilities (except properly accrued but unpaid payroll, sales and property taxes or payments in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03lieu thereof), Excluded Liabilities include the following: (i) any liability or obligation resulting from or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts obligations under any employee Benefit Plan or arrangement, unless accrued as a payable arising prior to Closing with respect to on the Standalone Drug Business or face of the Purchased Assets; Final Balance Sheet, (iv) obligations that arise from any Environmental Conditions of any Real Estate not purchased by and transferred to Purchaser hereunder, (Av) any liability pending or obligation for Taxes with respect to Threatened claims arising from any claim, Proceeding or Order, except that Purchaser will assume the Standalone Drug Business or pending claim of ▇▇▇▇▇▇ & ▇▇▇▇▇▇, Inc. and the Purchased Assets related to a Pre-Closing Tax Periodworkers compensation claim described in Section 1.3(a) above, and (Bvi) any liability contractual obligations, commitments and similar arrangements not specifically set forth on Schedule 1.3(a), (vii) breaches and/or defaults and violations of Applicable Laws under or obligation for Taxes pursuant to any contractual obligation, commitment or similar arrangement of any Seller (the "Excluded Liabilities"). Purchaser and Seller agree that Purchaser shall either assume or satisfy and extinguish Seller, or any 's non-member of any consolidated, affiliated, combined or unitary Debt Instruments (including interest thereon) at the Closing. Seller shall extinguish its Debt Instruments and all other Liabilities to its member ownership group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on at or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant except for obligations Seller has to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the ClosingMember.

Excluded Liabilities. Notwithstanding any provision Purchaser shall not assume, be obligated to pay, perform or otherwise discharge or in this Agreement or any other writing to the contrarymanner be liable or responsible for any Liabilities of, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Action against, any Seller of whatever any kind or nature (fixed whatsoever, whether absolute, accrued, contingent or contingentotherwise, liquidated or unliquidated, due or to become due, known or unknown), currently existing or hereafter arising, matured or unmatured, direct or indirect, and however arising, whether presently in existence existing on the Closing Date or arising hereafter. All such thereafter as a result of any act, omission, or circumstances taking place on or prior to the Closing, other liabilities and obligations shall be retained by and remain obligations and liabilities of than the Sellers Assumed Liabilities (all such liabilities and obligations Liabilities that are not Assumed Liabilities being assumed being herein referred to collectively herein as the “Excluded Liabilities”). For Without limiting the generality of the foregoing, the Excluded Liabilities shall include the following Liabilities of any Seller: (a) all Cure Costs other than the Assumed Cure Costs (the “Excluded Cure Costs”); (b) except to the extent of any Assumed Cure Costs, Assumed Current Liabilities, or Assumed Rebate Liability expressly assumed pursuant to Section 1.3, any Liability arising out of facts or circumstances in existence on or prior to the Closing and from or related to any breach, default under, failure to perform, torts related to the performance of, violations of Law, infringements or indemnities under, guaranties pursuant to and overcharges, underpayments or penalties on the part of the Sellers or any of their Affiliates under any Contract, agreement, arrangement or understanding to which any Seller or any of its Affiliates is a party prior to the Closing; (c) except to the extent of any Assumed Cure Costs, Assumed Current Liabilities, or Assumed Rebate Liability expressly assumed pursuant to Section 1.3, all Liabilities arising out of, relating to or otherwise in respect of the operation of the Business or businesses of Sellers’ Affiliates, or any of the Sellers’, or Sellers’ Affiliates’, products or services, or the operation or condition of the Acquired Assets or the Assumed Liabilities, in each case, on or prior to the Closing or facts, actions, omissions, circumstances or conditions existing, occurring or accruing on or prior to the Closing; (d) all Liabilities arising from or related to any Action (whether civil, criminal, administrative, investigative, or informal) against any Sellers or their Affiliates, (including, for the avoidance of doubt (but without overriding doubt, any Action related to fraud, breach of fiduciary duty, misfeasance or under any other theory relating to conduct, performance or non-performance of any Seller, or any of their Affiliates, or any of their respective directors, officers, or employees), or related to the Acquired Assets or the Assumed Liabilities, pending or threatened or having any other status or with respect to facts, actions, omissions, circumstances or conditions existing, occurring or accruing prior to the Closing (including any breach, default, failure to perform, torts related to performance, violations of Law, infringements or indemnities, guaranties and overcharges, underpayments or penalties, whether in respect of any Contract, agreement, arrangement, promise or understanding of any kind) including any successor liability claims or that may be owed to or assessed by, any Governmental Body or other Person, and whether commenced, filed, initiated, or threatened prior to, on or following the Closing; (e) all Liabilities in Section 1.03to the extent relating to or otherwise arising, whether before, on or after the Closing, under any of the Excluded Contracts; (f) all Liabilities of Sellers for Indebtedness and any Liability, including, any Assumed Rebate Liability, related to any billed and unbilled rebate receivables related to EIC; (g) all guarantees of Indebtedness made by the Sellers and all reimbursement obligations to guarantors of the Sellers’ obligations or under letters of credit or other similar agreements or instruments; (h) other than the Assumed Rebate Liability, all Liabilities related to claims or Actions by any pharmaceutical drug manufacturer, Group Purchasing Organizations, or any other Person related to rebates, recoupment, or similar items, whether or not pursuant to any Assigned Contract or any other Contract (the “Excluded Rebate Liability”); provided that, (i) for the avoidance of doubt, Excluded Rebate Liability shall not include any Liability for “direct or indirect renumeration” (sometimes referred to as “DIR”), as contemplated by and as such term is interpreted under 42 C.F.R. 423.308, that is otherwise an Assumed Liability to any pharmaceutical drug manufacturer, Group Purchasing Organization, or pharmacy, and (ii) Excluded Liabilities Rebate Liability shall not include the following:any rebate obligations of Sellers payable to plan sponsors, customers or clients; (i) any liability or obligation all Liabilities related to, resulting from or arising out of, prior to, on or after the Closing, any (i) unredeemed refund amounts, rebates (except for any Assumed Rebate Liability), or similar items, (ii) customer deposits or (iii) customer promotions and loyalty programs; (j) all Liabilities to (i) any current or former owner of capital stock or other Equity Interests of the conduct Sellers or any securities convertible into, exchangeable or exercisable for shares of capital stock or other Equity Interests of the supermarket business Sellers, (ii) any current or former holder of indebtedness for borrowed money of the Sellers or (iii) in respect of obligations for indemnification or advancement of expenses, any current or former officer or director of the Sellers, in each case of (i), (ii), and (iii), solely in such Person’s capacity as such; (k) the sponsorship of and all Liabilities at any time arising under, pursuant to or in connection with any Employee Benefit Plans (whether arising prior to, on or after the Closing Date) and all Liabilities for compliance with the requirements of section 4980B of the Tax Code and the rules and regulations thereunder with respect to all individuals who are “M&A qualified beneficiaries” (as such term is defined in 26 C.F.R. § 54.4980B-9); (l) Except as expressly assumed by Purchaser in Section 6.3(g), Liabilities arising under the WARN Act and similar Laws relating to the termination of any current or former employee or contractor of any Seller, or any Affiliate of a Seller, (including any Transferred Employees), and including any current, threatened or potential claims for compensation or benefits, in each such case, to the extent related to employment or contracting with the Sellers (or any of their Affiliates) or termination thereof, whether arising prior to, on or after the Closing Date (m) all Liabilities and other payments incurred or otherwise payable by any of the Sellers or their respective Affiliates, or for which any of the Sellers or their respective Affiliates is liable, in connection with in connection with the administration of the Bankruptcy Cases or the negotiation, execution and consummation of the Transactions or any Transaction Agreement (including any preparation for a transaction process, bankruptcy process, any sale process involving other potential buyers or any contemplated public offering or financing), including the fees and expenses of financial advisors, accountants, legal counsel, consultants, brokers and other advisors with respect thereto, whether incurred, accrued or payable on or prior to or after the date of this Agreement or the Closing Date; (n) all Liabilities of Sellers arising under or pursuant to Environmental Laws, including with respect to any real property owned, operated, leased or otherwise used by Sellers, whether or not used in the Ordinary Course, including any Liabilities for noncompliance with Environmental Laws or the Release of Hazardous Substances, to the extent arising as a result of any act, omission, or circumstances taking place on or prior to the Closing, whether known or unknown as of the Closing; (o) other than the Assumed Rebate Liability or any Assumed Current Liability expressly assumed pursuant to Section 1.3, all Liabilities relating to any Product that is or has been manufactured, tested, distributed, held or marketed by or on behalf of any Seller, or the Affiliate of any Seller, arising from any recall, withdrawal or suspension (whether voluntarily or otherwise), except to the extent that such recall, withdrawal or suspension results from Purchaser’s operation of the Business or the Acquired Assets following the Closing; (p) all Liabilities as to which any Seller is an obligor, or is otherwise responsible or liable, to any Seller or any of its Affiliates, other than any Assumed Current Liability. (q) all Liabilities of Sellers arising out of any (i) Excluded Contract, (ii) Permit that is not transferred to Purchaser as part of the Acquired Assets or, (iii) Contract or Permit that is not transferred to Purchaser (subject to Section 1.5(c)) because of any failure to obtain any Consent or Governmental Authorization required for such transfer; (r) all Liabilities of Sellers related to any Contract of any Seller, or an Affiliate of any Seller, with Virginia Premier, which such Contracts shall be an Excluded Contract; (s) all Liabilities relating to Transferred Employees that arise on or prior to the Closing Date; (t) all Liabilities arising with respect to any Business Employees who are not required to receive a Transfer Offer or who otherwise fails to become employed by Purchaser or its Affiliates immediately following the Closing Date (including due to refusing to accept a Transfer Offer that complies with Section 6.3), other than as a result of Purchaser’s breach of Section 6.3; (u) (i) all Liabilities relating to income Taxes imposed upon any of the Sellers (including the operation of pharmacy counters in supermarkets), or for which any other business of the Sellers may otherwise be liable, including as a transferee, successor, or by contract (other than as expressly provided in this Agreement)), without regard to whether such Taxes relate to periods (or portions thereof) ending on or prior to the Standalone Drug BusinessClosing Date, or any Excluded Asset; (ii) all amounts allocated Liabilities relating to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing imposed on or with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) Acquired Assets for any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (Biii) all Liabilities of any liability or obligation of the Sellers relating to the payment for the income Taxes of any SellerPerson under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined thereinnon-U.S. Law); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof;and (v) all liabilities and obligations relating to drafts or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or checks outstanding as of the Closing; provided that in the event of any conflict between the terms of Section 1.3 and this Section 1.4, the terms of Section 1.3 shall control.

Excluded Liabilities. Notwithstanding any provision the foregoing, and notwithstanding anything to the contrary contained in this Agreement or Agreement, the Buyer shall not assume any Liabilities other writing to the contrary, Buyer is assuming only than the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingentcollectively, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For Without limiting the avoidance generality of doubt (but without overriding the foregoing, the Assumed Liabilities in Section 1.03)shall not include, and the Buyer shall not be required to assume or to otherwise perform or discharge, the following Excluded Liabilities include whether arising prior to, at or after the followingClosing Date: (i) any liability or obligation resulting from or arising out Liability of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), Guarantor or any other business of the Sellers Person other than the Standalone Drug Business, or any Excluded AssetSeller; (ii) all amounts allocated any Liability of the Seller arising out of or relating to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02the execution, delivery or performance of any of the Transaction Agreements; (iii) all accounts payable arising prior any Liability of the Seller for any fees, costs or expenses of the type referred to Closing with respect to the Standalone Drug Business or the Purchased Assetsin Section 8.2; (iv) (A) except for Assumed Liabilities under the Assumed Contracts, any liability Liability arising from or obligation for Taxes with respect relating to any action taken by the Standalone Drug Business Seller or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Sellerits agents, or any member failure on the part of the Seller or its agents to take any consolidatedaction, affiliatedat any time, combined whether prior to, at or unitary group of which after the Closing Date; (v) except for Assumed Liabilities under the Assumed Contracts, any Seller is Liability arising from or has been a member, for Taxes (if any) attributable relating to the transactions, occurring Business or any services performed for any Person by or on behalf of the Seller on or prior to the Closing Date; (vi) except for Assumed Liabilities under the Assumed Contracts, pursuant any Liability as successor-in-interest to this Agreementthe Seller or under any rule or principle of successor liability, continuity of enterprise, de facto merger, mere continuation or similar rule or principle; (vii) any Liability under the Merger Agreement or the Purchase and Separation Agreement Sunnyvale Lease (including all associated payments, obligations and taxes related to the Reorganization as defined thereinfacility subject to the Sunnyvale Lease); provided that Transfer Taxes incurred , and any Liability relating to or in connection with the transfer Sunnyvale Lease, other than any Liability arising from or relating to the performance and obligations of Buyer under the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereofSunnyvale Sublease; (vviii) all liabilities and obligations relating any Liability of the Seller related to any Proceeding against the Seller; (ix) any Tax or Liability of the Seller for the payment of any Tax; (x) any Liability of the Seller to or arising on account of any Employee or former employee of the Seller under or with respect to employment, including any Liability relating to any Benefit Plan, or wages or commissions, accrued vacation days or sick days or other paid time off, and any Liability for severance payments or other obligations to or on account of Employees; (xi) any Liability of the Seller to the Guarantor or any other Related Party, Representative or Affiliate of the Seller, including any Intercompany Transactions and any payables due to the Guarantor, and including the Liabilities listed on Schedule 1.3(b)(xi); (xii) any Liability of the Seller under any Seller Contract, if (A) the Seller shall not have obtained, prior to the Closing, any Consent required to be obtained from any Person with respect to the assignment or delegation to the Buyer of any rights or obligations under such Seller Contract and (B) such Seller Contract would have been an Assumed Contract but for the Seller’s failure to obtain such Consent; (xiii) any Liability of the Seller under any Assumed Contract to the extent such Liability (A) was required to be performed by the Seller before the Closing Date in accordance with the terms of any Assumed Contracts, unless there exist accounts payable collected by the Buyer, or (B) arises from or relates to any Breach by the Seller of any provision of any Assumed Contracts; (xiv) any bank or other debt, loans or guarantee obligations of the Seller including, without limitation, any capitalized leases, loans from the Guarantor, bank lines of credit, equipment installment notes or other notes payable (other than those Assumed Liabilities under any Assumed Contracts listed in Schedule 1.1(e)); (xv) any lease obligations, including vehicle, office and equipment leases (other than those Assumed Liabilities under any Assumed Contracts listed in Schedule 1.1(e)); (xvi) any Liability of the Seller that arises or exists by virtue of any Breach of (A) any Employee, that arise, exist, accrue representation or are attributable to warranty made by the period as Seller or the Guarantor in any of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9the Transaction Agreements, or (B) any employee covenant or obligation of any the Seller or the Guarantor contained in any of its Affiliates who is not an Employee; andthe Transaction Agreements; (vixvii) all other liabilities and obligations (other than any Assumed Liabilities) Liability of any kind, fixed or contingent, known or unknown, resulting from or the Seller arising out of or relating to the conduct Seller Intellectual Property and the Intellectual Property Rights thereto, other than obligations of the Standalone Drug Business, Seller arising after the use, non-use Closing (A) under inbound and outbound licenses for Intellectual Property that are Assumed Contracts listed in Schedule 1.1(e) or ownership (whether by leasehold or feeB) described in Section 1.3(a)(ii); (xviii) any Payable of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or Seller that remains unpaid as of the Closing, except those described in Section 1.3(a)(ii); (xix) any indemnity obligation of the Seller to any Person (other than indemnity obligations that are Assumed Liabilities under any Assumed Contracts listed in Schedule 1.1(e)); (xx) any Liability of the Seller or any Related Party that directly or indirectly arises from or relates to the presence of any Hazardous Material at any site owned, leased, occupied or controlled by the Seller on or at any time prior to the Closing or the generation, manufacture, production, transportation, importation, use, treatment, refinement, processing, handling, storage, discharge, Environmental Release or disposal of any Hazardous Material (whether lawfully or unlawfully) by or on behalf of the Seller prior to Closing; or (xxi) any Liability of the Seller that is not referred to specifically in Section 1.3(a).

Excluded Liabilities. Notwithstanding Except for the Assumed Liabilities, Mpower shall not assume or be obligated to pay, perform, discharge or in any provision way be responsible for any liabilities of Parent or ICG or their Affiliates, and Parent shall indemnify Mpower from and against all such liabilities. Without limiting the foregoing, and notwithstanding anything in this Agreement or any other writing Section 1.1(b) to the contrary, Buyer is assuming only the Assumed Liabilities will not include and is Mpower will not be assuming any liability of Parent or ICG or any of their Affiliates with respect to: (a) any obligations with respect to the Excluded Assets; (b) 50% of all RTU Transfer Fees; (c) all liabilities, both contingent and allocated, associated with the remote access services business sold by ICG to Level 3 Communications, Inc.; (d) all liabilities or responsibilities related to the employment or termination of employment by Parent or ICG or their Affiliates of any employees of ICG other than the specific liabilities set forth on Schedule 5.18 with respect to the Assumed Employees; (e) any Liabilities of Parent, ICG or ICG's Subsidiaries resulting from any lawsuit, judgment, claim or Action with respect to the Purchased Assets and the operation and ownership of the Purchased Business prior to the Closing Date (whether or not pending or threatened on the date hereof); (f) any liabilities with respect to Excluded Taxes; (g) any liabilities for indebtedness of borrowed money other than Assumed Liabilities which Mpower has assumed pursuant to Section 1.1(b) hereof; (h) any liabilities for any breach, act or omission by Parent, ICG or any ICG Subsidiary under any contract; (i) all environmental liabilities arising from, because of or related to any Action, event, circumstance or condition related to the Purchased Business or the Real Property, in each case first arising, occurring or existing on or before the Closing, including (A) any Release of any Hazardous Material at, to or from the Real Property or any Former Real Property (and any additional migration of such Hazardous Material after the Closing), (B) any transportation, disposal or discharge, or the arrangement for such activities of any Hazardous Material originating at the Leased Real Property or any former Leased Real Property to or at any location (and any additional transportation, disposal or discharge of such Hazardous Material after the Closing) and (C) any noncompliance with or violation of any Environmental Law relating in any way to the Purchased Assets or the Purchased Business (and any continuation of such noncompliance or violation after the Closing); (j) all liabilities to pay a lease amendment fee for the Real Property Lease for the property located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and (k) any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following: (i) any liability or obligation resulting from or arising out of or relating to the conduct of the supermarket business Purchased Business prior to the Closing Date that is not expressly assumed by Mpower hereunder. Liabilities of the Sellers (including the operation of pharmacy counters in supermarkets)Parent, any other business of the Sellers ICG and their respective Affiliates other than the Standalone Drug Business, Assumed Liabilities shall be referred to collectively as the "Excluded Liabilities". Parent and ICG will (and will cause their respective Affiliates to) discharge when due all of their respective liabilities relating to or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing in connection with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly not assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the ClosingMpower hereunder.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contraryforegoing, Buyer is assuming only the Assumed Liabilities and is shall not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following: include: (i) any liability or obligation resulting from or arising out all Accounts Payable, including without limitation Accounts Payable relating to costs of sales, costs of advertising, costs of promotion and costs of selling and general and administrative costs (“Costs”) in connection with all SES Business activities, including Conference Events, subscriptions and advertising that took place prior to the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets)Closing, any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 Accounts Payable and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; Refund Requests in connection with the San ▇▇▇▇ Conference, (iii) all accounts payable arising prior to Closing with respect to Tax liabilities of the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, Seller or any member of any consolidated, affiliated, combined or unitary unified group of which any the Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); member provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; 10.03, (iv) any liabilities or obligations arising out of, resulting from, or relating to claims, whether founded upon negligence, breach of warranty, strict liability in tort, workers’ compensation or any other similar legal theory, seeking compensation or recovery for or relating to injury to person or damage to property arising out of or related to any events related primarily to the SES Business prior to the Closing Date, (v) all liabilities and obligations relating to or except as provided in Section 1.03(e), any Adverse Consequences (as such term is defined in Appendix 1) arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknownout of, resulting from or arising out relating to any litigation, proceedings, actions, arbitrations, claims or investigations at law or in equity or by or before any governmental agency pending or threatened against the Seller as of the conduct Closing Date, (vi) any liabilities or obligations arising prior to the Closing with respect to the SES Business Employees, including, without limitation, all obligations for salary, benefits workers’ compensation and premiums and other compensation which accrue prior to the Closing, unpaid commissions, unpaid payroll obligations, employee relocation packages and accrued travel and expense obligations, except for severance pay due, if any, to SES Business Employees to whom Buyer does not extend an offer of employment as of the Standalone Drug BusinessClosing Date or the Expiration Date, as applicable, pursuant to Section 8.01 hereof or who Buyer directs Seller to terminate during the useperiod between the Closing Date and the Expiration Date, non-use or ownership (vii) any liability (whether by leasehold asserted or feeunasserted, accrued or unaccrued, whether absolute or contingent, whether liquidated or unliquidated and whether due or to become due) of the Purchased AssetsSeller, or of any person included in the operation same controlled group of corporations or who is under common control with the Seller within the meaning of section 414 of the Facilities, in each case under this clause Code (vian “ERISA Affiliate”), only arising out of, resulting from, or related to any “employee benefit plan”, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 (“ERISA”), maintained by the Seller or any ERISA Affiliate of the Seller, or to or under which the Seller or any ERISA Affiliate of the Seller was obligated to make contributions or pay benefits, at any time prior to the extent Closing, except as otherwise provided in the penultimate sentence of Section 8.02, (viii) lines of credit of the Seller in existence prior to the Closing, (ix) any consultant agreements of the Seller in existence prior to the Closing except as set forth on Schedule 2.05 the liabilities of which Buyer is assuming only insofar as they arise from activities incurred after the Closing Date, (x) any obligation of the Seller to indemnify any person by reason of the fact that such person was a director, officer, employee, or agent of the Seller, (xi) any liability of the Seller for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, (xii) obligations of the Seller related to the SES Business not incurred in the Ordinary Course of Business after the date of the SES Business’ Statement of Assets and Liabilities and (xiii) any other liabilities and obligations arise duringnot specifically included in the Assumed Liabilities, accrue during(collectively, or are attributable to the period prior to Closing or as of the Closing“Excluded Liabilities”).

Excluded Liabilities. Notwithstanding any provision in this Agreement Such sale shall be made free and clear of, and the Seller shall remain liable for, all liabilities, obligations and encumbrances, business, legal or any other writing to other, whether incurred or accrued as of the contraryEffective Time or thereafter, Buyer is assuming only whether known or unknown (collectively, the "Excluded Liabilities"), except the Assumed Liabilities that are being assigned and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereaftertransferred to the Buyer as contemplated by Section 1.4 hereof. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Notwithstanding anything to the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03)contrary contained herein, Excluded Liabilities include shall include, without limitation, every liability of the followingSeller other than the Assumed Liabilities, including: (ia) any liability or obligation resulting from or arising out of the conduct or relating to products of the supermarket business of Seller to the Sellers (including extent manufactured or sold prior to the operation of pharmacy counters in supermarkets), any other business of the Sellers Effective Time other than to the Standalone Drug Business, or any Excluded Assetextent assumed under Section 1.4; (iib) all amounts allocated certain obligations for customer rebates committed to Sellers under either orally or in writing by the Seller with respect to invoices for sales of equipment, products and services dated prior to the Effective Time in accordance with Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.029.4(a) hereof; (iiic) all accounts payable arising prior certain liabilities to Closing with respect customers related to the Standalone Drug Business or incurred by the Purchased AssetsSeller under written warranty agreements in accordance with Section 9.4(b) hereof; (ivd) any liability of the Seller arising out of Non-warranty Returns of products authorized either orally or in writing by the Seller prior to the Effective Time in accordance with Section 9.5 hereof; (e) any liability under any Assigned Contract that arises prior to the Effective Time or that arises after the Effective Time but that arises out of or relates to any breach that occurred prior to the Effective Time; (f) any liability for taxes, including (A) any liability or obligation for Taxes with respect to taxes arising as a result of the Standalone Drug Seller's operation of the Business or ownership of the Purchased Assets related prior to a Pre-Closing Tax Periodthe Effective Time, and (B) any liability or obligation for Taxes taxes payable by the Seller that will arise as a result of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer sale of the Purchased Assets pursuant to this Agreement Agreement; (g) any liability under any contract not assumed by the Buyer under Section 1.4, including any liability arising out of or relating to the Seller's credit facilities or any security interest related thereto; (h) any liability under any Environmental Law (as defined in Section 3.25 hereof) or occupational safety and Apportioned Obligations shall be allocated and paid health law arising out of or relating to the operation of the Business prior to the Effective Time or the Seller's leasing, ownership or operation of real property (including the Real Property) prior to the Effective Time; (i) any liability arising out of or relating to the closing and/or vacating of any plant, factory, facility, office or other physical structure operated by the Seller in connection with the manner Business that is not being leased by, or whose lease is otherwise not being assumed by, the Buyer; (j) any liability arising out of or relating to the Seller's destruction, deconstruction or otherwise rendering inoperable of any equipment of the Seller relating to the Business not being purchased by the Buyer; (k) except as set forth on Schedule 1.5(k), any liability relating to benefit plans for the Seller's employees or former employees or both as of the Effective Time; (l) any liability under any severance, retention or termination agreement between any former employee and the Seller or any related person or entity; (m) any liability relating to termination of employment (including constructive termination) of any former employee of the Seller or of any related person or entity; (n) any liability arising out of or relating to any employee grievance arising out of or relating to any occurrence or event happening prior to the Effective Time whether or not the affected employees are hired by the Buyer; (o) any liability of the Seller to any shareholder of the Seller or any related person or entity of the Seller or any shareholder of the Seller; (p) any liability to indemnify, reimburse or advance amounts to any officer, director, employee or agent of the Seller; (q) any liability to distribute to any of the Seller's shareholders or otherwise apply all or any part of the consideration received hereunder; (r) any liability arising out of any proceeding, action or suit pending as of the Effective Time; (s) any liability arising out of any proceeding, action or suit commenced after the Effective Time and arising out of or relating to any occurrence or event happening prior to the Effective Time; (t) any liability arising out of or resulting from the Seller's compliance or noncompliance with any law, ordinance, EU Directive, regulation or treaty or any order, injunction, judgment, decree, ruling or assessment or arbitration award of any governmental body or authority; (u) any liability of the Seller under this Agreement or any other document executed in Section 8.02 hereof;connection with the transactions contemplated hereby and thereby; and (v) all liabilities and obligations relating to except as otherwise specifically provided herein, any liability of the Seller for the action or arising omission of the Seller, its employees or agents in connection with respect to (A) any Employee, that arise, exist, accrue or are attributable services related to the period as of Business performed by the Seller, its employees or agents prior to Closingthe Effective Time. The Seller shall indemnify and hold harmless the Buyer, other than and their shareholders, officers and directors in accordance with Section 8 hereof from and against all Excluded Liabilities, including in case any liability or obligation expressly assumed such Excluded Liabilities transfer to the Buyer by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closinglaw.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing anything to the contrarycontrary contained herein, Buyer is assuming only except for the Assumed Liabilities and is Purchaser’s obligations and covenants under this Agreement or the Purchaser Ancillary Documents, Purchaser shall not assuming assume or have any other liability or obligation whatsoever with respect to any of Sellers’ obligations, liabilities, contracts, debts, claims, costs, expenses, agreements or understandings, of any Seller of whatever kind or nature (fixed whatsoever at any time existing or contingentasserted, whether or not accrued on Sellers’ financial statements or recorded in their books and records, whether fixed, contingent or otherwise, whether known or unknown)unknown to Purchaser and/or Sellers, whether presently in existence arising prior to, at or arising hereafter. All such other liabilities after the Effective Time and obligations shall be retained by and remain obligations and liabilities whether or not relating to the operation of the Sellers Business or Sellers’ ownership or use of the Purchased Assets (all such liabilities and obligations not being assumed being herein referred to as collectively, the “Excluded Liabilities”). For Without limiting the avoidance generality of doubt (but without overriding the Assumed Liabilities in Section 1.03)foregoing, the Excluded Liabilities include the followingfollowing liabilities and obligations: (i) under any Contract to which any Seller is a party or by which they, the Business or the Purchased Assets are bound that is not assumed by Purchaser under Section 2.3(a), including any liability or obligation resulting from or (A) arising out of the conduct of the supermarket business of the Sellers or relating to Sellers’ credit facilities or any security interest related thereto; (including the operation of pharmacy counters in supermarkets), B) under any other business of the Sellers other than the Standalone Drug BusinessExcluded Termite Contract, or (C) under any Excluded AssetEmployment Agreement; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business except as provided in any of Sections 3.3, 3.4 or the Purchased Assets; (iv) 6.10, for Taxes, including (A) any liability or obligation for Taxes with respect to arising as a result of Sellers’ operation of the Standalone Drug Business or ownership of the Purchased Assets related prior to a Pre-Closing Tax Periodthe Effective Time, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been that will arise as a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer result of the Purchased sale of the Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof(C) any deferred Taxes of any nature; (viii) except for the Assumed Liabilities, all liabilities and obligations relating to arising out of or arising with respect to resulting from (A) actual or alleged acts or omissions of any EmployeeSeller, that ariseany of their Affiliates or any of their respective officers, exist, accrue employees or are attributable agents in connection with the operation of the Business or ownership of the Purchased Assets prior to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9Effective Time, or (B) any employee casualty damage, event or condition in respect of any Seller, the Purchased Assets or the Business existing or occurring prior to the Effective Time, regardless of whether such act, omission, event or condition was known by or disclosed to Purchaser or its Affiliates or constitutes a breach of a representation, warranty or covenant of Sellers contained herein, in either case to the extent same gives rise to any liabilities that exceed the amount included as a liability in the determination of the Net Asset Value of Sellers at Closing in respect of such act, omission, event or condition; (iv) arising under or resulting from any Seller Benefit Plan, ERISA Affiliate Plan, or any payroll practice of its Sellers; (v) under all accounts payable owing to, and other rights of payments owing to, Affiliates who is not an Employeeof Sellers; andor (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of or relating to any action, claim, suit or proceeding against the conduct of the Standalone Drug Business, the use, non-use Business that is pending or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or threatened as of the ClosingEffective Time and identified in Schedule 4.10.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is and/or the relevant Designated Buyers are assuming only the Assumed Liabilities and is are not assuming any other liability Liability of the Sellers or obligation any of any Seller their Affiliates of whatever nature (fixed or contingent, known or unknown)nature, whether presently in existence or arising hereafterhereafter and whether or not related to the Purchased Assets or the Purchased Business. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers Liabilities (all such liabilities and obligations Liabilities not being assumed being herein referred to as the “Excluded Liabilities”)) shall, subject to the discharge under section 1141 of the Bankruptcy Code and the other terms of the Plan of Reorganization and the Confirmation Order, be retained by and remain Liabilities of NonCoreCo and its Affiliates. For Notwithstanding any provision in this Agreement (including Section 2.03) or any other writing to the avoidance of doubt (but without overriding contrary, the Assumed Liabilities in Section 1.03), Excluded Liabilities shall include the following: (a) all Liabilities for Taxes (i) of any Seller, its Affiliates or any of their stockholders (or members) for any Tax period (including any liability of any Seller for the Taxes of any other Person under Treasury Regulations Section 1.1502-6 (or obligation resulting any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise) or (ii) arising from or attributable to the ownership of the Purchased Assets or the operation of the Purchased Business (or of a Continued Tax Group) for any Tax period (or portion thereof) ending on or prior to the Closing Date; (b) any Liability of the Sellers or their Affiliates under any Indebtedness, including Indebtedness owed by any Seller to any direct or indirect Affiliate of such Seller, and any obligations or liability under debtor in possession financing incurred by the Sellers or their Affiliates during the Bankruptcy Case; (c) other than Liabilities that are Assumed Liabilities under Section 2.03(d), all Black Lung Liabilities and Workers’ Compensation Liabilities related to the Purchased Assets, including to and with respect to Business Employees and former employees who worked or who were employed at the Purchased Assets, including, but not limited to, any such Black Lung Liabilities and Workers’ Compensation Liabilities of the Sellers or any of their respective Affiliates with respect to any of their respective predecessors; (d) any Liability with respect to the Seller Transaction Expenses; (e) any Liability to the extent relating to or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any an Excluded Asset; (iif) all amounts allocated any Liabilities of any Seller or any of their Affiliates relating to Sellers under or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders prior to the Closing Date that (subject to the last sentence of Section 1.08 7.01(a)) are not validly and all Apportioned Obligations and Transfer Taxes allocated effectively assigned to Sellers Buyer and/or the relevant Designated Buyers pursuant to this Agreement; (g) any Excluded Pre-Closing Fines; (h) other than the Assumed Liabilities pursuant to Section 8.022.03(b), (d)(ii) and (g), any Liabilities arising out of, in respect of or in connection with the failure by any Seller or any of its Affiliates to comply with any Applicable Law or order by any Governmental Authority; (iiii) all accounts payable other than the Assumed Liabilities pursuant to Section 2.03(a), any Liability under the Assumed Contracts and the Assumed Leases arising out of or relating to events, breaches or defaults thereunder occurring on or prior to the Closing Date (including all Cure Costs); (j) any Liability with respect to any coal sales, natural gas sales in any way related to the Standalone Drug PLR Complex (it being understood that certain of such Liabilities have been assigned to the purchaser of such assets pursuant to the PLR Order and the agreements attached thereto and are not being retained by or remaining Liabilities of NonCoreCo and its Affiliates) or other goods sold or any service provided by the Sellers or their Affiliates, including any such Liability or obligation (i) pursuant to any express or implied representation, warranty, agreement, coal specification undertaking or guarantee made by any Seller or any Affiliate of such Seller, or alleged to have been made by any Seller or any Affiliate of such Seller, (ii) imposed or asserted to be imposed by operation of Applicable Law or (iii) pursuant to any doctrine of product liability; (k) other than the Assumed Liabilities pursuant to Section 2.03(a), (b), (d)(ii) and (g), any Liability with respect to any Action to the extent arising out of or relating to the operation of the Purchased Business or pertaining to the Purchased Assets, in each case prior to Closing; (iv) (Al) any liability Liability (whether arising before, on or obligation for Taxes after Closing) with respect to the Standalone Drug Business any employee or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes former employee of any Seller, Seller or any member Affiliate of any consolidatedSeller (or any individual who applied for employment with any Seller) who is not a Transferred Employee; (m) other than Liabilities that are Assumed Liabilities under Section 2.03(d) or Section 2.03(f), affiliated, combined any Liability that relates to any Transferred Employee arising out of or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable relating to the transactions, events occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement ; (including the Reorganization n) other than as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof2.03(e), all trade accounts payable, all accrued operating expenses and other current liabilities of the Sellers related to the Purchased Business; (vo) all liabilities and obligations other than Liabilities that are Assumed Liabilities under Section 2.03(d) or Section 2.03(f), any Liability arising under, relating to or arising with respect to any employee benefit plan, policy, program, agreement or arrangement at any time maintained, sponsored or contributed to by any Seller or any ERISA Affiliate, or with respect to which any Seller or any ERISA Affiliate has any liability, including with respect to any underfunded pension liability to any employee benefit plan, the PBGC, IRS or Department of Labor or otherwise; (Ap) any EmployeeLiability arising under, that arise, exist, accrue relating to or are attributable with respect to the period as of or prior to Closing, any multi-employer pension plan; (q) other than Liabilities that are Assumed Liabilities under Section 2.03(d) or Section 2.03(f), any liability Liabilities to any current or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any former employee of any Seller or any of its Affiliates who is or any beneficiary thereof, relating to any employee benefits or compensation arrangement; (r) other than Liabilities that are Assumed Liabilities under Section 2.03(f), any Liability under any employment, collective bargaining, severance, retention or termination agreement or arrangement with any employee, consultant or contractor (or its Representatives) of any Seller or any of its Affiliates; (s) any Liabilities pursuant to Environmental Law arising from or related to any use, transportation, release, treatment, storage or disposal of, or human exposure to, Hazardous Materials at any location not an Employeeincluded in the Purchased Assets (the “Excluded Off-Site Environmental Liabilities”); (t) except as specified in Section 2.03(g), all Liabilities under any Consent Decree, including all Liabilities for any stipulated penalties under any Consent Decree to the extent such penalties arise from or relate to events occurring pre-Closing; and (viu) all other liabilities and obligations (any Liability arising under, relating to or with respect to the Restructuring Steps, other than any Assumed Liabilities) Liability for the failure of Buyer or any kindof its Subsidiaries to perform any Restructuring Step that is expressly to be performed by Buyer or any of its Subsidiaries (for the avoidance of doubt, fixed a Liability shall not be deemed to arise under, relate or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only exist with respect to the extent such other liabilities and obligations arise during, accrue during, or are attributable Restructuring Steps solely because it is transferred pursuant to the period prior to Closing or as of the ClosingRestructuring Steps).

Excluded Liabilities. Notwithstanding any provision anything to the contrary contained in this Agreement Agreement, Purchaser will not assume or any other writing to the contrarybe liable for, Buyer is assuming only the Assumed and Seller and its applicable Affiliates will retain and remain responsible for, all of Seller’s and such Affiliates’ Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown) (other than the Assumed Liabilities and excluding, for the avoidance of doubt, all Reinsured Liabilities reinsured by Purchaser under and pursuant to the Reinsurance Agreement, which will be governed by the terms of the Reinsurance Agreement), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities regardless of the Sellers when asserted (all such liabilities and obligations not being assumed being herein referred to as collectively, the “Excluded Liabilities”). For Without limiting the avoidance of doubt (but without overriding foregoing, the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following: (ia) all of Seller’s and its Affiliates’ Liabilities under the Transaction Agreements; (b) the Excluded Benefits Liabilities; (c) any liability Liability for or obligation resulting from in respect of the payment of all Taxes of Seller or any of its Affiliates, and of any Taxes arising out of or relating to the ownership or use of the Transferred Assets or the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, other than as provided in Section 7.02 and (B) any liability Taxes arising out of or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any relating to actions that Purchaser requests Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or take prior to Closing (the Closing Date“Excluded Taxes”); (d) all Liabilities arising out of, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant or under contracts to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any which Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (a party other than Liabilities relating to periods (or portions thereof) beginning from or after the Closing under the Assigned Contracts, the Assigned Lease and any other contracts included in the Transferred Assets (which such Liabilities shall be Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closing.;

Excluded Liabilities. Notwithstanding any provision in this Agreement or any Seller and the U.S. Subs shall retain and be responsible for all Liabilities other writing to the contrary, Buyer is assuming only than the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding and except to the extent expressly included in the Assumed Liabilities, and to the maximum extent permitted by law, Purchaser shall not assume, and shall have no liability or obligation for any other Liabilities of Seller, the Bankruptcy Estate or the U.S. Subs, as a successor in Section 1.03interest or otherwise, including without limitation any liability arising out of or related to any of the following (collectively, the “Excluded Liabilities”): (a) current or former employee or consultant of Seller, the U.S. Subs or the Bankruptcy Estate, including any Liability with respect to or arising out of any Seller Plan, any Liability, if and as applicable, with respect to the Worker Adjustment and Retraining Notification (WARN) Act and any Liability with respect to the Consolidated Omnibus Budget Reconciliation Act, as amended (COBRA), Excluded coverage for employees or consultants of Seller, the U.S. Subs or the Bankruptcy Estate, whether terminated prior to, as part of or at any time after the consummation of the transactions set forth in this Agreement; (b) Seller Plan that is not an Iceland Entity Benefit Plan, whether or not such Liability or obligation arises prior to, on, or following the Closing; (c) any costs or expenses incurred in connection with or related to the administration of the Bankruptcy Case, including without limitation any accrued professional fees and expenses of attorneys, accountants, financial advisors and other professional advisors related to the Bankruptcy Case; (d) Liabilities include under any warranty, guaranty or similar obligation of Seller, the following:U.S. Subs or the Bankruptcy Estate arising from or relating to any acts or transactions prior to the Closing Date; (e) any Liabilities or obligations with respect to any litigation, or to Seller’s Knowledge, threatened litigation, or claim, obligation, damages, costs and expenses relating to or arising out of any acts or omissions of Seller, the U.S Subs or the Bankruptcy Estate or any use of any of the Purchased Assets prior to the Closing Date, whether arising under contract, tort, civil or criminal law or otherwise; (f) Liabilities for environmental claims, whether arising under contract or Law, including without limitation any and all Laws relating to pollution or the environment, including the Comprehensive Environmental Recovery, Compensation, and Liability Act, as amended, 42 U.S.C. § 9601, et seq. (“CERCLA”), the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6901, et seq. (“RCRA”), the Clean Air Act, 42 U.S.C. § 7401, the Occupational Safety and Health Act, 29 U.S.C. § 600, et seq. (“OSHA”), and all other state or federal laws and regulations relating to emissions, discharges, releases or threatened releases of Hazardous Substance into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or otherwise relating to the processing, generation, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substance (collectively, “Environmental Laws”); (g) (i) any liability and all Taxes of Seller, the U.S. Subs or obligation resulting from or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; Bankruptcy Estate and (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer any Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing imposed on or with respect to the Standalone Drug Business Purchased Assets or the Purchased Assets; Business (iv) (A) including without limitation any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of the Iceland Entities) relating to any Seller, taxable period (or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if anyportion thereof) attributable to the transactions, occurring ending on or prior to the Closing Date; (h) all Liabilities in respect of all indebtedness of Seller, pursuant its U.S. Subs or the Bankruptcy Estate; (i) any accounts payable of Seller and the U.S. Subs (to the extent not owed to Seller or its U.S. Subs), or the Bankruptcy Estate; (j) Liabilities and obligations arising under any and all Seller Contracts and U.S. Sub Contracts other than the Assigned Contracts; (k) except as otherwise provided in this Agreement, Liabilities and obligations under the Merger Agreement Assigned Contracts accruing, arising out of or to be performed prior to the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer effective date of the Purchased Assets pursuant assignment to this Agreement and Apportioned Obligations shall be allocated and paid in Purchaser of the manner set forth in Section 8.02 hereofAssigned Contracts; (v) all liabilities and obligations relating to or arising with respect to (Al) any Employee, that arise, exist, accrue Reclamation Claim or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or Liability related thereto; or (Bm) any employee of Liabilities arising under any Seller or any of its Affiliates who is not an Employee; and (vi) and all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Excluded Assets, or including Liabilities arising from the operation termination of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closingthose agreements set forth on Schedule 6.19 hereto.

Excluded Liabilities. Notwithstanding ‌ Except to the extent any of the following liabilities or obligations are governed by an inconsistent provision in this Agreement a written agreement among the parties hereto [(such as the Interconnection Agreement)], Transferee shall not assume and shall not be responsible to pay, perform or discharge any liabilities or obligations of Transferor other writing to the contrary, Buyer is assuming only than the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingentcollectively, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”), regardless of whether such Excluded Liabilities are asserted before or after the Effective Time. For Notwithstanding anything to the avoidance of doubt (but without overriding the Assumed contrary in this Agreement, Transferor’s indemnification obligations with respect to Excluded Liabilities as set forth in Section 1.03)8.2.3 shall survive the Closing. Without limiting the generality of the foregoing, the Excluded Liabilities include shall include, but not be limited to, the following: 2.4.1. any liabilities or obligations arising out of or relating to (i) the ownership of the Transferred Assets prior to the Effective Time; (ii) the operation of the Transmission Facilities prior to the Control Date; or (iii) the design, engineering, or construction of the Transmission Facilities, including without limitation any liability completion of construction by Transferor after the Effective Time pursuant to Section 6.9; 2.4.2. any liabilities or obligation obligations arising out of or relating to any payment claims or lien rights which may be asserted by any contractor, subcontractor or vendor of any tier, whether such assertion is made before or after the Effective Time and whether such rights relate to work performed before the Effective Time or after the Effective Time pursuant to Section 6.9; 2.4.3. any liabilities or obligations arising out of or relating to any Permit or Governmental Order for the construction of the Transmission Facilities, or the failure by Transferor or any of its Affiliates to comply with any Applicable Law, Permit or Governmental Order relating to the Transferred Assets; 2.4.4. any liabilities or obligations arising out of or relating to the siting of the Transmission Facilities, including without limitation, any failure to obtain necessary approvals or Permits for the siting of the Transmission Facilities; 2.4.5. any liabilities or obligations under any Partially Assigned Contract and not resulting from any amendment entered into by Transferee; 2.4.6. any liabilities or obligations relating to or arising out of the conduct of the supermarket business of the Sellers (Excluded Assets, including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Assetwithout limitation Transferor’s generation facilities; 2.4.7. any liabilities or obligations for (i) Taxes relating to the Transferred Assets or the Assumed Liabilities for any taxable period ending prior to the Effective Time and with respect to any taxable period beginning before and ending after the Effective Time, the portion of such taxable period that occurs before the Effective Time, and (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer any other Taxes allocated to Sellers pursuant to Section 8.02of Transferor or any Affiliates of Transferor for any taxable period; (iii) all accounts payable arising prior 2.4.8. any liabilities or obligations in respect of any pending or threatened action or claim relating to Closing with respect to the Standalone Drug Business Transferor, its Affiliates, or the Purchased Transferred Assets; (iv) (A) 2.4.9. any liability liabilities or obligation for Taxes with respect to the Standalone Drug Business obligations of Transferor or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employeefor any present or former employee or independent contractor; and (vi) all other 2.4.10. any liabilities and or obligations (other than any Assumed Liabilities) associated with debt, loans or credit facilities of any kind, fixed Transferor or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closingits Affiliates.

Excluded Liabilities. Notwithstanding The Buyer shall not assume or be obligated to pay, perform or otherwise discharge any provision in this Agreement liabilities or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following: (i) any liability or obligation resulting from or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug BusinessSellers, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business Purchased Assets, of any kind or nature other than the Assumed Liabilities (collectively, "Excluded Liabilities"). The Excluded Liabilities include, but are not limited to: (a) Any liabilities or obligations of the Sellers in respect of any Excluded Assets or other assets of the Seller which are not Purchased Assets; (ivb) (A) any liability Any liabilities or obligation for obligations in respect of Taxes with respect attributable to the Standalone Drug Business or the Purchased Assets related for taxable periods ending before the Closing Date, except for all or the pro- rated portion of Taxes for which the Buyer is liable pursuant to a Pre-Closing Tax Period, and Sections 3.5 or 6.8(a) hereof; (Bc) any liability Any liabilities or obligation for Taxes obligations of the Sellers arising from the breach by Sellers of any Sellerof the Assigned Contracts or Real Property Leases prior to the Closing Date; (d) Any and all asserted or unasserted liabilities or obligations to third parties for personal injury, tort, death, or any member similar causes of any consolidated, affiliated, combined action arising solely out of the ownership or unitary group operation of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or Purchased Assets prior to the Closing Date, pursuant to this Agreement, other than any liabilities or obligations assumed by the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined thereinBuyer under Section 2.3(d); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (ve) all liabilities and obligations relating to Any fines or arising with respect to penalties imposed by a Governmental Authority resulting from (Ai) any Employee, that arise, exist, accrue an investigation or are attributable proceeding before a Governmental Authority pending prior to the period Closing Date but only as of such fines or penalties relate to acts or occurrences prior to Closingthe Closing Date, or (ii) illegal acts, willful misconduct or gross negligence of the Sellers prior to the Closing Date, other than than, in the case of either (i) or (ii), any liability or obligation expressly assumed by the Buyer pursuant under Section 2.3(d); (f) Any payment obligations of the Seller or its Affiliates (but not SRC) for goods delivered or services rendered prior to Article 9the Closing Date; (g) Any liabilities or obligations accruing under or relating to any Benefit Plan sponsored, maintained or (B) any employee of any contributed to by the Seller or any trade or business (whether or not incorporated) which is or ever has been under common control, or which is or ever has been treated as a single employer, with the Seller under Section 414(b), (c), (m) or (o) of its Affiliates who the Code ("ERISA Affiliate") or to which the Seller and any ERISA Affiliate contributed thereunder (the "ERISA Affiliate Plans"), including, but not limited to, any liability: (i) relating to any benefits payable under any Benefit Plan; (ii) under Title IV of ERISA; (iii) with respect to the continuation coverage requirements of COBRA; (iv) with respect to any noncompliance with ERISA, the Code or any other applicable laws; (v) arising from the termination of any Benefit Plan; (vi) with respect to any suit, proceeding or claim which is brought against the Buyer, any Benefit Plan, ERISA Affiliate Plan, any fiduciary or former fiduciary of any such Benefit Plan or ERISA Affil- iate Plan; or (vii) with respect to any Benefit Plan, any liability resulting from any vesting of benefits, severance, termination or other payments or liabilities as a result of the transactions contemplated by this Agreement; (h) Any liabilities or obligations, including wages, overtime pay, employment taxes, vacation pay and workers compensation payments, relating to the employment or termination of employment, including a constructive termination, by the Sellers of any individual attributable to any actions or inactions by the Sellers prior to the Closing Date other than such actions or inactions taken at the direction of the Buyer (other than any liabilities or obligations assumed by the Buyer under Section 2.3(c)(ii)); (i) Any liability, obligation or responsibility under or related to former, current or future Environmental Laws or the common law, or any loss of life, injury to persons or property or damage to natural resources (whether or not an Employeesuch loss, injury, or damage arose or was made manifest after the Closing Date) to the extent caused by, relating or arising from the disposal, storage, transportation, treatment, Release, or recycling of Hazardous Substances prior to the Closing Date at any off-Site location and the Remediation of such Hazardous Substances (whether or not the Remediation commenced before or commences after the Closing Date); and (vij) all other liabilities Any liability, obligation or responsibility for reporting, recoupment and obligations (other than any Assumed Liabilities) commercialization of any kind, fixed or contingent, known or unknown, resulting from or various development projects arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only related to the extent such other liabilities Cooperative Agreements. The Parties agree and obligations arise duringacknowledge that the Sellers or their Affiliates shall be entitled exclusively to control, accrue duringdefend and settle any litigation, administrative or are attributable regulatory proceeding, and any investigation or Remediation activities (including without limitation any environmental mitigation or Remediation activities) arising out of or related to any Excluded Liabilities, and the period prior Buyer agrees to Closing or as of cooperate fully with the ClosingSellers in connection therewith.

Excluded Liabilities. Notwithstanding Except for the Assumed Liabilities, the Purchaser shall not assume or be obligated to pay, perform, discharge or in any provision way be responsible for any Liabilities of the Seller Companies or their Affiliates, and the Seller Companies shall indemnify the Purchaser from and against all such Liabilities. Without limiting the foregoing, and notwithstanding anything in this Agreement or any other writing Section 2.2(a) to the contrary, Buyer is assuming only the Assumed Liabilities will not include and is the Purchaser will not assuming assume any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance Seller Companies or any of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the followingtheir Affiliates with respect to: (i) any liability or obligation resulting from or arising out Liabilities of the conduct Seller Companies (and/or their Affiliates) in respect of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded AssetAssets; (ii) all amounts allocated any Liabilities with respect to Sellers under Section 1.08 (A) Taxes arising out of, related to or otherwise in respect of the Purchased Assets or the Business relating to any period or portion thereof ending prior to the First Closing Date or, as applicable, any Second Closing, except as provided in the Management Agreement, and all Apportioned Obligations and Transfer (B) transfer Taxes allocated to Sellers the Seller Companies pursuant to Section 8.026.6(b) hereof; (iii) all accounts payable arising any Liabilities or responsibilities relating to the employment or termination of employment by the Seller Companies or their Affiliates of any Business Employee or Person attributable to any actions or inactions by the Seller Companies or their Affiliates on or prior to the First Closing Date, including with respect to any Benefit Plan or arrangement of the Seller Companies or their Affiliates or any severance, retention, stay bonus or similar obligations owed by the Seller Companies or any of their Affiliates to any Business Employees or Persons (including the Transferred Employees), any accrued vacation pay or accrued bonus and including any and all Liabilities arising from any Seller Company's conduct relating to its operations and employees at its facilities and any liability under the Worker Adjustment Retraining Notification Act (or any state or other applicable law) derived from employee terminations occurring on or before the First Closing Date (for the purpose of clarity, any amounts owed by the Seller Companies and/or their Affiliates as a result of a Business Employee's ceasing to be employed by any Seller Company and/or the occurrence of the First Closing or any Second Closing shall be Excluded Liabilities) except as provided in the Management Agreement; (iv) any Liabilities, the existence of which constitutes a breach of a representation and warranty or covenant of any Seller Company hereunder (without regard to the survival period, if any, associated therewith); (v) any Liability of the Seller Companies under Section 6.6 of this Agreement, under any Operative Agreement or otherwise for legal, accounting or broker's fees, or other transaction costs of the Seller Companies relating to the consummation of the transactions contemplated hereby; (vi) any capital leases and Liability or intercompany debt owing by any Seller Company to any stockholder or former stockholder of any Seller Company or to any Affiliate or former Affiliate of any Seller Company; (vii) any Liabilities of the Seller Companies resulting from any lawsuit, judgment, claim or Action with respect to the Standalone Drug Purchased Assets and the operation and ownership of the Business prior to the First Closing Date (whether or not pending or threatened on the date hereof), including, (A) any claim related to noncompliance by any Seller Company with any applicable Law or (B) the failure of any Seller Company to comply with or the breach of or default by any Seller Company under any Contract, including without limitation the Actions set forth on Schedule 4.13; (viii) any Liabilities for indebtedness of borrowed money other than Assumed Liabilities which the Purchasers may elect to assume pursuant to Section 2.2(a)(ii) hereof; (ix) any Liabilities relating to the Business, the Purchased Assets or the Seller Companies under any applicable Environmental Law with respect to the period prior to and including the First Closing Date; (x) any other Liabilities not relating to the Business or the Purchased Assets; (iv) (Axi) any liability Liabilities for any breach, act or obligation for Taxes with respect omission by any Seller Company under any Contract, including any Assumed Contract; and (xii) any other Liability arising out of or relating to the Standalone Drug conduct of the Business prior to the First Closing Date that is not expressly assumed by the Purchasers hereunder. Liabilities of the Seller Companies and their Affiliates other than the Assumed Liabilities are herein referred to collectively as the "Excluded Liabilities". The Seller Companies will (and will cause their Affiliates to) discharge when due all of their respective Liabilities relating to or arising in connection with the Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly not assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the ClosingPurchasers hereunder.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing anything to the contrarycontrary set forth herein, Buyer is assuming only Purchaser shall not assume and shall be deemed not to have assumed, and the Sellers shall remain liable with respect to, any and all Liabilities of the Sellers arising out of, relating to or otherwise in respect of the Business, the Employees, or the Purchased Assets prior to the Closing Date, and all other Liabilities of any Seller Entity, other than the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingentcollectively, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For Without limiting the foregoing, for the avoidance of doubt doubt, except to the extent that any of the following constitute an Assumed Liability, Purchaser shall not be obligated to assume, and does not assume, and hereby disclaims all of the Excluded Liabilities, including all of the following Liabilities of any Seller Entity (but without overriding each of which shall constitute an Excluded Liability hereunder): (a) all Liabilities arising out of or relating to the Business, the Purchased Assets or the ownership, operation or conduct thereof; (b) all Liabilities for accrued expenses and accounts payable of the Business, other than the Assumed Accounts Payable; (c) all Liabilities in Section 1.03)arising out of any of the Excluded Assets, Excluded including Contracts that are not Purchased Contracts and any Title Defect Property or Environmental Defect Property that Purchaser elects to exclude from the Purchased Assets pursuant to Sections 8.17 and 8.18, as applicable; (d) all Environmental Liabilities include the following: and Obligations, based on facts, occurrences or conditions (i) any liability first arising or obligation resulting from or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring existing on or prior to the Closing Date, pursuant or (ii) arising at any time at any properties other than the Real Property; provided, that nothing in this Agreement shall (A) release, nullify, or enjoin the enforcement of any liability to a Governmental Body under Environmental Laws (or any associated liabilities for penalties, damages, cost recovery, or injunctive relief) that any entity would be subject to as the owner, lessor, lessee, or operator of any Real Property after the Closing Date, or (B) in any way diminish the obligations of the Sellers to comply with Environmental Laws consistent with their rights and obligations as debtors in possession under the Bankruptcy Code; (e) all Liabilities relating to any claims for infringement, dilution, misappropriation or any other violation of the rights of any third parties or caused by use of the Purchased Intellectual Property by a Seller Entity; (f) except as otherwise expressly provided in this Agreement with respect to Transfer Taxes and Periodic Non-Income Taxes, all Liabilities for any Taxes of any Seller Entity and all liability for Taxes in respect of the Purchased Assets that are attributable to any period, or portion thereof, before the Closing Date; (g) all Excluded Employee Liabilities; -29- (h) all Liabilities arising as a result of any Legal Proceedings, whether initiated prior to or following the Closing Date, to the extent related to the Business or the Purchased Assets on or prior to the Closing Date, including any actions for breach of contract, product liability or any tort actions; (i) all Liabilities arising under any Indebtedness of any Seller Entity or any obligations or Liabilities to preferred or common equityholders of any Seller Entity; (j) all Liabilities with respect to any costs, fees and expenses (including all legal, accounting, financial advisory, valuation, investment banking and other third party advisory or consulting fees and expenses) incurred by or on behalf of any Seller Entity in connection with or arising from the Bankruptcy Case or the transactions contemplated by this Agreement, the Merger Agreement Ancillary Agreements and each other agreement, document or instrument contemplated hereby or thereby; (k) all Liabilities (i) existing prior to the Purchase filing of the Bankruptcy Case that are subject to compromise under the Bankruptcy Case, other than the Cure Costs, and Separation Agreement (including ii) to the Reorganization as defined therein)extent not otherwise expressly assumed herein, incurred subsequent to the filing of the Bankruptcy Case and prior to the Closing; provided that Transfer Taxes (l) all Liabilities relating to any theories of law or equity involving successors or transferees; (m) all Liabilities and obligations of any Seller under this Agreement, the Ancillary Agreements and each other agreement, document or instrument contemplated hereby or thereby or any Contract entered into in connection herewith or therewith; (n) all liability, warranty and similar claims for damages or injury to person or property and all other Liabilities, regardless of when made or asserted, to the extent arising out of or incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, on or before the use, non-use or ownership Closing Date; and (whether by leasehold or feeo) Legal Proceedings set forth on Section 5.11 of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closing.Seller Disclosure Schedule. 2.5

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only Except for the Assumed Liabilities and is not assuming assumed by Purchaser or the Purchaser Designees, neither Purchaser nor the Purchaser Designees shall assume or be liable for or bound by any other liability Liability of Sellers, including any duties, responsibilities, liabilities, assessments, penalties or obligation obligations of any Seller of whatever nature (fixed kind or contingentnature, whether known or unknown), whether asserted or unasserted, whether accrued or unaccrued, whether contingent or non-contingent, presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers , disputed or undisputed, liquidated or unliquidated, at Law or in equity or otherwise, including any Liability based on successor liability theories (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For , including without limitation the avoidance of doubt (but without overriding following specific Liabilities to the extent they do not otherwise constitute Assumed Liabilities in Section 1.03), Excluded Liabilities include the followingLiabilities: a. any and all Liabilities of Sellers under any Contract of Sellers that is not an Assigned Contract whether accruing prior to, at, or after the Closing Date (subject to adjustment pursuant to, and in accordance with, Section 2.7 and Section 2.8); b. any and all Liabilities for Taxes (i) any liability of Sellers or obligation resulting from or arising out of the conduct of the supermarket business of the Sellers Sellers’ Affiliates (including the operation Taxes of pharmacy counters in supermarkets), any other business of the Person for which Sellers other than the Standalone Drug Business, or any Excluded Asset; of Sellers’ Affiliates may be liable as a transferee or successor, by Law, Contract or otherwise) for any Tax Period, (ii) all amounts for which Sellers are liable pursuant to this Agreement, including Transfer Taxes allocated to Sellers under Section 1.08 11.1(a) and all Apportioned Obligations and Transfer Property Taxes to the extent allocated to Sellers pursuant to under Section 8.02; 11.1(b) and (iii) all accounts payable arising prior to Closing from or with respect to the Standalone Drug Business Acquired Assets or the Purchased Assets; Business for any Tax Period (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if anyportion thereof) attributable to the transactions, occurring ending on or prior to the Closing Date, pursuant including such Taxes (other than Property Taxes) allocable to this Agreementthe portion of a Straddle Period ending on the Closing Date under Section 11.1(b); c. any and all Liabilities for any Indebtedness or obligation for borrowed money of Sellers; d. except as set forth in Section 2.3(h), any and all Liabilities arising under any Environmental Law or any other Law in connection with any environmental, health, or safety matters, including as a result of any action or inaction of Sellers or of any third party relating to the Merger Agreement storage, use, or operation of the Purchase Acquired Assets before the Closing Date; e. any and Separation Agreement all Liabilities for: (i) costs and expenses incurred by Sellers or owed in connection with the administration of the Chapter 11 Cases (including the Reorganization as defined thereinU.S. Trustee fees, the fees and expenses of attorneys, accountants, financial advisors, consultants, and other professionals retained by Sellers, and any official or unofficial creditors’ committee, the fees and expenses of the DIP Agent, the DIP Lenders, the Prepetition Agent, or the Prepetition Lenders incurred or owed in connection with the administration of the Chapter 11 Cases); provided that Transfer Taxes and (ii) all costs and expenses of Sellers incurred in connection with the transfer negotiation, execution, and consummation of the Purchased Assets pursuant transactions contemplated under this Agreement; f. any Liabilities arising from or with respect to this Agreement and Apportioned Obligations shall be allocated and paid in each Seller Plan that is not an Assumed Plan (the manner set forth “Excluded Plans”); g. except as included in Section 8.02 hereof2.3(f) or Section 2.3(g), any and all Liabilities in any way attributable to (i) the employment or service of current or former employees, officers or directors of Sellers who is not a Transferred Employee, regardless of whether such Liability is attributable to the period before, on or after the Closing Date, or (ii) the employment of Employees to the extent attributable to the period at or before the Closing; (v) h. any and all liabilities Liabilities arising out of related to the Excluded Assets; i. any and obligations all Liabilities arising from or related to the operation or condition of the Acquired Assets or the Assumed Liabilities prior to the Closing or facts, actions, omissions, circumstances or conditions existing, occurring or accruing with respect to the Acquired Assets or the Assumed Liabilities prior to the Closing; j. any and all Liabilities relating to Sellers’ trade payables and other accounts payable; k. any and all Liabilities relating to complaints, causes of action, litigation or similar matters instituted against Sellers relating to or arising with respect to (A) out of any Employeeactions, that ariseomissions, exist, accrue circumstances or are attributable conditions or events occurring prior to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an EmployeeClosing Date; and (vi) all other liabilities l. any Liability not expressly included among the Assumed Liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closingspecifically so assumed.

Excluded Liabilities. Notwithstanding Except for those Liabilities expressly assumed by Buyer pursuant to Section 2.03 and Section 5.09, Buyer shall not assume and shall not be liable for, and Seller shall retain and remain, as between Seller and Buyer, solely liable for and obligated to discharge, all of the debts, expenses, contracts, agreements, commitments, obligations and other Liabilities of any provision in this Agreement or any other writing nature with respect to the contrary, Buyer Business or the Transferred Assets arising or incurred on or prior to the Closing Date to the extent that Seller is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature so liable (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include including the following: (ia) any liability Liability for breaches by Seller or obligation resulting from or arising out its Subsidiaries prior to the Closing Date of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug BusinessContract, or any Excluded Asset; (ii) all amounts allocated to Sellers Liability arising or incurred under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring Contract on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (vb) all liabilities and obligations relating except as otherwise specifically provided in Section 5.09, any Liability for Taxes attributable to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any imposed upon Seller or any of its Affiliates who is not an EmployeeSubsidiaries, or attributable to or imposed upon the Business or the Transferred Assets for any Pre Closing Tax Period or the portion of any Post-Closing Tax Period attributable to the period up to and including the Closing Date, other than Taxes incurred as a result of the Closing; (c) all Accounts Payable for services performed or goods delivered on or prior to the Closing Date; (d) subject to Section 2.03(d), any Liabilities under Employee Plans and Employee Agreements; (e) any Liability for or in respect of any loan or other indebtedness for money borrowed of Seller or any of its Subsidiaries on or prior to the Closing Date; (f) the Pre-Closing Product Obligations; and (vig) all other liabilities and obligations (other than any Assumed Liabilities) of any kindLiability under, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Businessin connection with, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Excluded Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closing.

Excluded Liabilities. Notwithstanding Except for the Assumed Liabilities, the Purchaser shall not assume or in any provision in way be responsible for any other obligations or liabilities of Seller. Without limiting the generality of the foregoing, the Assumed Liabilities will not include: (a) all expenses, obligations and liabilities of Seller arising from, relating to or associated with the operation of the Business through the Closing (whether or not payable before, at or after the Closing); (b) any Taxes; (c) any liability relating to Benefit Plans; (d) any obligation of Seller under this Agreement or any other writing agreement, document or instrument entered into by Seller pursuant to this Agreement; (e) the contrary, Buyer is assuming only Seller Expenses; (f) the Seller Bonuses; (g) any Indebtedness (other than Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain Indebtedness) including without limitation all obligations and liabilities related to the PPP Loan; (h) any liability arising out of any action, arbitration, claim, proceeding or litigation of any nature (whether or not disclosed and regardless of the Sellers date on which such action, arbitration, claim, proceeding or litigation is commenced) against Seller, or relating to the pre-Closing operation of the Business; (all such liabilities and obligations i) any Environmental Liability; (j) any liability arising out of Seller’s violation of any Legal Requirement; (k) any liability arising out of the failure of Seller to comply with any agreement, contract, lease, license or other commitment; and (l) any liability to Seller or any Owner or to any Affiliate of Seller or any Owner. Liabilities of the Seller that are not being assumed being Assumed Liabilities are herein referred to collectively as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following: (i) any liability or obligation resulting from or arising out The Seller will discharge when due all of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closing.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only shall not assume and shall not be obligated to assume or be obliged to pay, perform or otherwise discharge any Liability of Seller, and Seller shall be solely and exclusively liable with respect to all Liabilities of Seller, other than the Assumed Liabilities (such Liabilities, less and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingentexcept the Assumed Liabilities, known or unknown)collectively, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For purposes of clarity, and without limitation of the avoidance generality of doubt (but the foregoing, the Excluded Liabilities shall include, without overriding limitation, each of the following Liabilities of Seller, other than the Assumed Liabilities: (a) all indebtedness of Seller pursuant to any Debt Contract or otherwise; (b) all guarantees of other Persons’ or entities’ obligations by Seller, and all reimbursement obligations to any guarantors of Seller’s obligations or under letters of credit; (c) all accrued expenses and accounts payables, other than the Assumed Accounts Payablespayable; (d) Asset Taxes, to the extent that they are the responsibility of Seller pursuant to Section 8.1(b); (e) those Proceedings set forth on Disclosure Schedule 5.14 or that otherwise arise prior to Closing; (f) all Liabilities in Section 1.03)of Seller to any owner or former owner of capital stock or warrants, Excluded Liabilities include or holder of indebtedness for borrowed money; (g) drafts or checks outstanding at the following:Closing; (h) civil or criminal fines or penalties relating to violations or alleged violations first occurring prior to the Closing Date of any Legal Requirements with respect to the Purchased Assets or the operation thereof or business conducted therewith; (i) the off-site transportation, disposal or arrangement therefor of any liability Hazardous Substances off the premises of the Purchased Assets prior to the Closing; (j) all Liabilities of Seller that relate to any injury, death, or obligation resulting from third party Persons property damage attributable to, or arising out of, the ownership or operation of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded AssetPurchased Assets prior to Closing; (iik) all amounts allocated Liabilities that are attributable to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing Seller’s gross negligence or willful misconduct in connection with respect to the Standalone Drug Business ownership or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or operation of the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date; (l) any Claims to the extent related to the Excluded Assets; (m) Cure Costs (i) in excess of the Cure Cost Cap; and (ii) for the avoidance of doubt, pursuant to this Agreement, the Merger Agreement owed or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred owing in connection with the transfer assumption of the Black Hills TSA; (n) the ownership or operation of the Purchased Assets pursuant prior to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) Effective Time, including, without limitation, all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are Royalties attributable to the period as of or time periods prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employeethe Effective Time.; and (vio) 50% of all other liabilities Transfer Taxes and obligations (other than any Assumed Liabilities) 50% of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closingall bulk sale Taxes.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing or commitment (written or oral) to the contrary, Buyer is the Purchasers are assuming only the Assumed Liabilities and is are not assuming any other liability or obligation of the Sellers (or any Seller predecessors of the Sellers or any prior owners of all or part of their businesses and assets) of whatever nature (fixed or contingent, known or unknown)nature, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “"Excluded Liabilities”"). For Notwithstanding anything to the avoidance contrary in Section 1.04, none of doubt (but without overriding the following shall be Assumed Liabilities in Section 1.03), Excluded Liabilities include for the followingpurposes of this Agreement: (ia) any liability or obligation resulting from or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), under any other business of the Sellers other than the Standalone Drug Business, or any Excluded AssetEnvironmental Laws that is not an Assumed Liability; (iib) all amounts allocated any liability or obligation related to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02a Retained Employee; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (Ac) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets Designated Chapter 11 Costs and any contracts related to a Pre-Closing Tax Period, and thereto; (Bd) any liability or obligation for Taxes indebtedness for borrowed money or evidenced by bonds or notes (including accrued interest and fees with respect thereto); (e) any liability or obligation for (i) any Tax imposed by the Code, (ii) any foreign, state or local income or franchise Tax, (iii) any Tax as a result of any Seller, or any having been a member of any an affiliated, consolidated, affiliated, combined or unitary group and (iv) any Tax described in clause (2) of which any Seller is or has been a member, for Taxes the definition of Tax; (if anyi) attributable one-half of the amounts payable to the transactions, occurring on or prior Post-Closing Employees pursuant to the Closing Date, pursuant Approved Employee Orders and (ii) $165,000 payable to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred ▇▇▇ ▇▇▇▇▇ in connection with the transfer sale of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof;General Line Candy business; and (vg) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant relating to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the ClosingExcluded Asset.

Excluded Liabilities. Notwithstanding any provision Purchaser shall not assume, be obligated to pay, perform or otherwise discharge or in this Agreement or any other writing to the contrarymanner be liable or responsible for any Liabilities of, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Action against, any Seller of whatever any kind or nature (fixed whatsoever, whether absolute, accrued, contingent or contingentotherwise, liquidated or unliquidated, due or to become due, known or unknown), currently existing or hereafter arising, matured or unmatured, direct or indirect, and however arising, whether presently in existence existing on the Closing Date or arising hereafter. All such thereafter as a result of any act, omission, or circumstances taking place on or prior to the Closing, other liabilities and obligations shall be retained by and remain obligations and liabilities of than the Sellers Assumed Liabilities (all such liabilities and obligations Liabilities that are not Assumed Liabilities being assumed being herein referred to collectively herein as the “Excluded Liabilities”). For Without limiting the generality of the foregoing, the Excluded Liabilities shall include the following Liabilities of any Seller: (a) all Cure Costs other than the Assumed Cure Costs (the “Excluded Cure Costs”); (b) except to the extent of any Assumed Cure Costs, Assumed Current Liabilities, or Assumed Rebate Liability expressly assumed pursuant to Section 1.3, any Liability arising out of facts or circumstances in existence on or prior to the Closing and from or related to any breach, default under, failure to perform, torts related to the performance of, violations of Law, infringements or indemnities under, guaranties pursuant to and overcharges, underpayments or penalties on the part of the Sellers or any of their Affiliates under any Contract, agreement, arrangement or understanding to which any Seller or any of its Affiliates is a party prior to the Closing; (c) except to the extent of any Assumed Cure Costs, Assumed Current Liabilities, or Assumed Rebate Liability expressly assumed pursuant to Section 1.3, all Liabilities arising out of, relating to or otherwise in respect of the operation of the Business or businesses of Sellers’ Affiliates, or any of the Sellers’, or Sellers’ Affiliates’, products or services, or the operation or condition of the Acquired Assets or the Assumed Liabilities, in each case, on or prior to the Closing or facts, actions, omissions, circumstances or conditions existing, occurring or accruing on or prior to the Closing; (d) all Liabilities arising from or related to any Action (whether civil, criminal, administrative, investigative, or informal) against any Sellers or their Affiliates, (including, for the avoidance of doubt (but without overriding doubt, any Action related to fraud, breach of fiduciary duty, misfeasance or under any other theory relating to conduct, performance or non-performance of any Seller, or any of their Affiliates, or any of their respective directors, officers, or employees), or related to the Acquired Assets or the Assumed Liabilities, pending or threatened or having any other status or with respect to facts, actions, omissions, circumstances or conditions existing, occurring or accruing prior to the Closing (including any breach, default, failure to perform, torts related to performance, violations of Law, infringements or indemnities, guaranties and overcharges, underpayments or penalties, whether in respect of any Contract, agreement, arrangement, promise or understanding of any kind) including any successor liability claims or that may be owed to or assessed by, any Governmental Body or other Person, and whether commenced, filed, initiated, or threatened prior to, on or following the Closing; (e) all Liabilities in Section 1.03to the extent relating to or otherwise arising, whether before, on or after the Closing, under any of the Excluded Contracts; (f) all Liabilities of Sellers for Indebtedness and any Accrued Rebate Liability related to any billed and unbilled rebate receivables related to EIC; (g) all guarantees of Indebtedness made by the Sellers and all reimbursement obligations to guarantors of the Sellers’ obligations or under letters of credit or other similar agreements or instruments; (h) other than the Assumed Rebate Liability, all Liabilities related to claims or Actions by any pharmaceutical drug manufacturer, Group Purchasing Organizations, or any other Person related to rebates, recoupment, payments or similar items, whether or not pursuant to any Assigned Contract or any other Contract (the “Excluded Rebate Liability”), Excluded Liabilities include the following:; (i) any liability or obligation all Liabilities related to, resulting from or arising out of, prior to, on or after the Closing, any (i) unredeemed refund amounts, rebates (except for any Assumed Rebate Liability), or similar items, (ii) customer deposits or (iii) customer promotions and loyalty programs; (j) all Liabilities to (i) any current or former owner of capital stock or other Equity Interests of the conduct Sellers or any securities convertible into, exchangeable or exercisable for shares of capital stock or other Equity Interests of the supermarket business Sellers, (ii) any current or former holder of indebtedness for borrowed money of the Sellers or (iii) in respect of obligations for indemnification or advancement of expenses, any current or former officer or director of the Sellers, in each case of (i), (ii), and (iii), solely in such Person’s capacity as such; (k) the sponsorship of and all Liabilities at any time arising under, pursuant to or in connection with any Employee Benefit Plans (whether arising prior to, on or after the Closing Date) and all Liabilities for compliance with the requirements of section 4980B of the Tax Code and the rules and regulations thereunder with respect to all individuals who are “M&A qualified beneficiaries” (as such term is defined in 26 C.F.R. § 54.4980B-9); (l) Except as expressly assumed by Purchaser in Section 6.3(g), Liabilities arising under the WARN Act and similar Laws relating to the termination of any current or former employee or contractor of any Seller, or any Affiliate of a Seller, (including any Transferred Employees), and including any current, threatened or potential claims for compensation or benefits, in each such case, to the extent related to employment or contracting with the Sellers (or any of their Affiliates) or termination thereof, whether arising prior to, on or after the Closing Date (m) all Liabilities and other payments incurred or otherwise payable by any of the Sellers or their respective Affiliates, or for which any of the Sellers or their respective Affiliates is liable, in connection with in connection with the administration of the Bankruptcy Cases or the negotiation, execution and consummation of the Transactions or any Transaction Agreement (including any preparation for a transaction process, bankruptcy process, any sale process involving other potential buyers or any contemplated public offering or financing), including the fees and expenses of financial advisors, accountants, legal counsel, consultants, brokers and other advisors with respect thereto, whether incurred, accrued or payable on or prior to or after the date of this Agreement or the Closing Date; (n) all Liabilities of Sellers arising under or pursuant to Environmental Laws, including with respect to any real property owned, operated, leased or otherwise used by Sellers, whether or not used in the Ordinary Course, including any Liabilities for noncompliance with Environmental Laws or the Release of Hazardous Substances, to the extent arising as a result of any act, omission, or circumstances taking place on or prior to the Closing, whether known or unknown as of the Closing; (o) other than the Assumed Rebate Liability or any Assumed Current Liability expressly assumed pursuant to Section 1.3, all Liabilities relating to any Product that is or has been manufactured, tested, distributed, held or marketed by or on behalf of any Seller, or the Affiliate of any Seller, arising from any recall, withdrawal or suspension (whether voluntarily or otherwise), except to the extent that such recall, withdrawal or suspension results from Purchaser’s operation of the Business or the Acquired Assets following the Closing; (p) all Liabilities as to which any Seller is an obligor, or is otherwise responsible or liable, to any Seller or any of its Affiliates, other than any Assumed Current Liability. (q) all Liabilities of Sellers arising out of any (i) Excluded Contract, (ii) Permit that is not transferred to Purchaser as part of the Acquired Assets or, (iii) Contract or Permit that is not transferred to Purchaser (subject to Section 1.5(c)) because of any failure to obtain any Consent or Governmental Authorization required for such transfer; (r) all Liabilities of Sellers related to any Contract of any Seller, or an Affiliate of any Seller, with Virginia Premier, which such Contracts shall be an Excluded Contract; (s) all Liabilities relating to Transferred Employees that arise on or prior to the Closing Date; (t) all Liabilities arising with respect to any Business Employees who are not required to receive a Transfer Offer or who otherwise fails to become employed by Purchaser or its Affiliates immediately following the Closing Date (including due to refusing to accept a Transfer Offer that complies with Section 6.3), other than as a result of Purchaser’s breach of Section 6.3; (u) (i) all Liabilities relating to income Taxes imposed upon any of the Sellers (including the operation of pharmacy counters in supermarkets), or for which any other business of the Sellers may otherwise be liable, including as a transferee, successor, or by contract (other than as expressly provided in this Agreement)), without regard to whether such Taxes relate to periods (or portions thereof) ending on or prior to the Standalone Drug BusinessClosing Date, or any Excluded Asset; (ii) all amounts allocated Liabilities relating to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing imposed on or with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) Acquired Assets for any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (Biii) all Liabilities of any liability or obligation of the Sellers relating to the payment for the income Taxes of any SellerPerson under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined thereinnon-U.S. Law); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof;and (v) all liabilities and obligations relating to drafts or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or checks outstanding as of the Closing; provided that in the event of any conflict between the terms of Section 1.3 and this Section 1.4, the terms of Section 1.3 shall control.

Excluded Liabilities. Notwithstanding Buyer does not assume and will not be obligated to pay, perform, or otherwise discharge any provision in this Agreement of the following liabilities or obligations (collectively, the "Excluded Liabilities"): (a) any other writing liabilities or obligations of Seller to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred extent related to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following: (i) any liability or obligation resulting from or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (Ab) any liabilities or obligations of Seller for any breach or default by Seller prior to the Effective Time, or any event prior to the Effective Time, which after the giving of notice or passage of time or both would constitute a default or breach by Seller, of or under the Business Agreements, Franchises, the Transferable Permits, or the Transferable Environmental Permits, except to the extent that such liability or obligation for Taxes with respect to is taken into account in determining the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereofAdjustment Amount; (vc) all liabilities trade accounts payable and obligations relating to other accrued and unpaid current expenses in respect of goods and services incurred by or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to for the period as Business in the ordinary course of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only business to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing the Effective Time (the "Accounts Payable"); (d) any liabilities or obligations of Seller in respect of indebtedness for borrowed money; (e) any liabilities or obligations in respect of Taxes of Seller or any Tax Affiliate of Seller, or any liability of Seller for unpaid Taxes of any Person under Treasury Regulation section 1.1502-6 (or similar provision of state, local, or foreign law) as a transferee or successor, by contract or otherwise, except for Taxes for which Buyer is liable pursuant to Section 3.4 or Section 7.7; (f) any obligations of Seller for wages, employment Taxes, or severance pay to the extent attributable to the period prior to the Effective Time (except, with respect to vacation days and severance pay, as otherwise provided in Section 7.9); (g) except for the Assumed Environmental Liabilities, (i) any liabilities or obligations arising from any lawsuit (including any workers compensation claim) against Seller involving the Business filed prior to the Effective Time, (ii) any liabilities or obligations arising from any lawsuit (including any workers compensation claim) arising from an Actionable Incident related to the Purchased Assets or the Business which occurred prior to the Effective Time, or (iii) any criminal fines or penalties imposed by a Governmental Entity resulting from (A) an investigation or proceeding before a Governmental Entity regarding acts which occurred prior to the Effective Time, or (B) intentional fraud by Seller or its Affiliates prior to the Effective Time; (h) except as otherwise provided in Section 7.9, any liability or obligation of Seller or an ERISA Affiliate of Seller under or in connection with any of the ClosingBenefit <PAGE> Plans, including under any deferred compensation arrangement or severance policy or any obligation to make any parachute or retention payment; (i) any grievance arising out of or under any Collective Bargaining Agreement, or other collective bargaining agreement applicable to any of the Business Employees, prior to the Effective Time, and except as provided in Section 7.9, any other liabilities or obligations of Seller relating to the employment or termination of employment, including discrimination, wrongful discharge, unfair labor practices, or constructive termination, by Seller of any individual, to the extent the circumstances giving rise to the liability or obligation occurred prior to the Effective Time; (j) any liabilities or obligations of Seller arising under or in connection with this Agreement, any certificate or other document delivered in connection in herewith, and any of the transactions contemplated hereby and thereby; and (k) the amount of any disallowance (whether reflected in a required rate adjustment or a denial of a requested rate adjustment or otherwise affecting Buyer) in any gas cost recovery proceeding, to the extent the disallowance results from a finding by the PSC of an imprudent gas decision made by Seller prior to the Effective Time.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities Seller shall retain and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by responsible for paying, performing and remain obligations discharging when due, and liabilities of Buyer shall not assume or have any responsibility for, the Sellers following Liabilities (all such liabilities and obligations not being assumed being herein referred to as collectively, the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following:): (ia) any liability or obligation resulting from Liabilities relating to or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (ivb) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to ’s obligations under this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereofOther Agreements; (v) all liabilities and obligations relating to or arising with respect to (Ac) any Employee, that arise, exist, accrue or are attributable to the period as Liability of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; andfor the Accounts Payable, except as provided in Section 2.3(b) above or the Transition Services Agreement with respect to the TSA Liabilities; (vid) except to the extent set forth in Section 2.3(c), all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or Liabilities arising out of or relating to any product liability, breach of warranty or similar claim for injury to person or property with respect to the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, S. aureus Vaccines or the operation of S. aureus Program (including the Facilities, in each case under this clause Program Trials) prior to the Effective Time (vi), including all Proceedings relating to any such Liabilities) and after the Effective Time (including all Proceedings relating to any such Liabilities) but only and to the extent such other liabilities and obligations arise during, accrue during, or are attributable the cause of action giving rise to the period Liability arose before the Effective Time; (e) except to the extent set forth in Section 2.3(d), all Liabilities arising out of or relating to the ownership of the Registrations, including the responsibility for all product complaints, recalls, adverse event reporting, product deviation reporting, lookbacks, market withdrawals and field corrections with respect to the S. aureus Vaccines or the S. aureus Program prior to Closing or as the Effective Time and after the Effective Time (including all Proceedings relating to any such Liabilities) but only and to the extent the cause of action giving rise to the Closing.Liability arose before the Effective Time;

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities from Seller and its Subsidiaries and is not assuming (or otherwise directly or indirectly acquiring through the purchase of the Shares) any other liability or obligation of Seller or any Seller of its Subsidiaries of whatever nature (fixed or contingent, known or unknown)nature, whether presently in existence or arising hereafter. All such other liabilities and obligations (other than any such liabilities expressly assumed by Buyer in Section 2.04) shall be retained by and remain obligations and liabilities of the Sellers Seller or its Retained Subsidiaries, as applicable (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include including the following: (ia) any liability or obligation resulting from or all liabilities and obligations to the extent arising out of the conduct of the supermarket business of the Sellers (including or relating to the operation or conduct by Seller or any of pharmacy counters in supermarkets), its Subsidiaries of any other business Retained Business; (b) all liabilities and obligations to the extent arising out of the Sellers other than the Standalone Drug Business, or relating to any Excluded Asset; (iic) all amounts allocated to Sellers under Section 1.08 liabilities, obligations and all Apportioned Obligations commitments in respect of Taxes other than those liabilities, obligations and Transfer Taxes allocated to Sellers commitments assumed by Buyer or for which Buyer is otherwise responsible pursuant to Section 8.02Article 8; (iiid) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Periodliabilities, obligations and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations commitments relating to current or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as former employees of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who Subsidiaries other than the Business Employees, and all liabilities, obligations and commitments relating to current or former Business Employees that are expressly retained by Seller pursuant to Article 9 or are not otherwise assumed by Buyer under Section 2.4; (e) all Indebtedness; (f) all liabilities for the club points and earned comps of player’s club members of the Business other than Business Customers; (g) all liabilities, obligations and commitments relating to Employee Plans other than the Assumed Plans; (h) all obligations to any broker, finder or agent for any investment banking or brokerage fees, finders fees or commission relating to the transactions contemplated by this Agreement and any other fees and expenses for which Seller is not an Employeeresponsible pursuant to Section 13.03; and (vii) all other liabilities liabilities, obligations and obligations (commitments other than any the Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closing.

Excluded Liabilities. Notwithstanding any provision anything to the contrary contained in this Agreement Agreement, Purchaser shall not be obligated to assume or to perform or discharge any Liability of Seller, any ERISA Affiliate or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature Employee Plan (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not Liabilities being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding ) other than the Assumed Liabilities in Section 1.03)Liabilities. Without limiting the foregoing, Excluded Liabilities include the followingSeller shall retain and be responsible for, and Purchaser shall not be obligated to assume or to perform or discharge, and does not assume or perform or discharge, any Liability of Seller, any ERISA Affiliate or any Employee Plan at any time arising from or otherwise attributable to: (i) any liability Liability of Seller relating to the Business that arises on or obligation resulting from or arising out of before the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded AssetClosing Date and is not specifically assumed by Purchaser; (ii) all amounts allocated any Liability of Seller relating to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers real property leases or Facilities not specifically assumed by Purchaser pursuant to Section 8.0210.2; (iii) all accounts payable arising prior to Closing with respect any Liability relating to the Standalone Drug Business or the Purchased Excluded Assets; (iv) (A) any liability Liability of Seller relating to Seller’s execution, delivery or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes performance of any Seller, this Agreement or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to document contemplated by this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating Liabilities of Seller for all Cure Costs; (vi) any outstanding bids, purchase orders, customer credits, customer deposits or lay away purchases to or arising the extent not included in Section 2.1(c); (vii) any transfer Taxes with respect to the transactions contemplated by this Agreement; (Aviii) any EmployeeEnvironmental, that arise, exist, accrue or are attributable to the period as Health and Safety Liability of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or Seller; (Bix) any employee of any Seller or any of its Affiliates who is not an EmployeeEmployee Plan Liability; and (vix) all other liabilities and obligations (other than any Assumed Liabilities) Professional Fees or brokerage fees of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the ClosingSeller.

Excluded Liabilities. Notwithstanding Purchaser shall not assume or be obligated to pay, perform or otherwise discharge any provision in this Agreement or any other writing liability of Seller not expressly assumed by Purchaser pursuant to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers Section 1.3 (all such liabilities and obligations not being assumed being herein referred to as called the “Excluded Liabilities”). For ) and, notwithstanding anything to the avoidance contrary in Section 1.3, none of doubt (but without overriding the following shall be Assumed Liabilities for purposes of this Agreement or the Company Split Agreement: (a) any Indebtedness of Seller (with respect to the Business or otherwise) incurred prior to the Closing, except as set forth in Sections 1.3(a) and 1.3(e); (b) related party or intercompany loans, leases, customer or supplier arrangements or agreements or any other Contracts that relate to the Business between Seller and any of its Affiliates, officers, directors or stockholders; (c) any accounts payable of Seller (with respect to the Business or otherwise) incurred prior to the Closing; (d) except as set forth in Section 1.031.3(b), accrued compensation of the Business Employees (including accrued salary, bonuses, commissions and variable pay, but excluding accrued vacation) and all accrued Seller Benefit Plan liabilities associated with the Business Employees; (e) all liabilities for employee invention compensation that are (A) related to the Transferred Intellectual Property arising out of or resulting from (i) the transfer of such Transferred Intellectual Property to Purchaser at Closing or (ii) actions taken by Seller, or events occurring, prior to the Closing, (B) related to Intellectual Property of Seller other than the Transferred Intellectual Property or (C) subject to Section 1.3(h), with respect to employees other than the Business Employees; (f) any Excluded Liabilities include Taxes; (g) all warranty, performance and similar obligations entered into or made prior to the following:Closing other than those set forth in Section 1.3(f); (h) all liabilities related to any and all existing or future Proceedings which arise out of events, circumstances, actions or inactions occurring or existing prior to the Closing and limited to the extent of damages arising from such events, circumstances, actions or inactions occurring or existing prior to the Closing Date; (i) any liability or obligation resulting from or arising out under any Contract constituting part of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related which arises after the Closing Date but which arises out of or relates to a Pre-Closing Tax Period, and (B) any liability violation or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or breach that occurred prior to the Closing Date, pursuant to Date (other than as set forth in Section 1.3(f)); (j) any liability arising out of or resulting from Seller’s non-compliance with any Law or Order; (k) any liability of Seller under this Agreement, the Merger Agreement or the Purchase any other Transaction Document; (l) all financial, investment banking, legal, accounting and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes other fees and expenses incurred by Seller and its Affiliates in connection with the transfer negotiation, execution and closing of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an EmployeeTransactions; and (vim) all other liabilities the costs, fees and obligations (other than any Assumed Liabilitiesexpenses to be borne by Seller in accordance with Section 12.1(b) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (viand Section 12.1(c), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closing.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following: (i) any liability or obligation resulting from or arising out the long-term debt and capital lease obligations of the conduct of the supermarket business of the Sellers (Seller, including the operation of pharmacy counters in supermarkets)current portion thereof and accrued interest payable thereunder, any other business of the Sellers described on Schedule 2.5(a)(i) (other than the Standalone Drug BusinessDiscretionary Assumed Debt), or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; Contracts entered into outside the ordinary course of business by Seller that are in existence on the Effective Date that are not listed on Schedule3.18, (iii) all accounts payable arising prior Contracts entered into outside the ordinary course of business by Seller after the Effective Date and on or before the Closing Date which Buyer has not agreed to Closing with respect assume in writing or otherwise pursuant to the Standalone Drug Business or the Purchased Assets; terms of this Agreement, (iv) liabilities associated with any of the Excluded Assets, (Av) liabilities associated with Seller’s provider agreements with the Medicare program, (vi) liabilities associated with the Excluded Physician Contracts, (vii) liabilities associated with any liability Contract with a physician or obligation for Taxes with respect to physician group, an Immediate Family Member of a physician on the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes medical staff of any SellerHospital, or any member Person that provides marketing services for Seller (in each case, which Contract is not among the Excluded Physician Contracts), other than liabilities of Seller to the counterparty to any such Contract which relate to or arise in connection with Seller’s obligations to perform under such Contract and (viii) liabilities associated with the DMC Non-ERISA 403(b) Retirement Plan. Excluded Physician Contract: any Contract with a physician or physician group, an Immediate Family Member of a physician on the medical staff of any consolidatedHospital, affiliatedor any Person that provides marketing services for Seller that is (i) not listed on Schedule 3.18, combined or unitary group of which any (ii) identified by counsel to Buyer, acting reasonably and in good faith, in a written notice delivered to Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or within 30 days prior to the Closing Date, pursuant to this Agreementas a Contract that Buyer will not assume or (iii) entered into with a physician or physician group, without the Merger Agreement or written consent of Buyer, after the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer receipt by Seller of the Purchased Assets pursuant to written notice described in subsection (ii) of this Agreement definition. Expended: capital expenditures will be deemed “Expended” for purposes of the CapEx Commitment and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; Anniversary Date CapEx Commitment if (va) all liabilities and obligations relating to Buyer, its Affiliates or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to a third party acting at the period as direction of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, has actually expended such capital or (Bb) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent of the value of any building materials, products and supplies relating to a capital project described on Schedule 12.4 or that has otherwise been approved in writing by DMC that have been delivered to any of the Hospital Businesses or work that has been performed on any capital project that has not yet been paid for by Buyer, its Affiliates or such third party. Financial Statements: the Audited Financial Statements and the Unaudited Financial Statements. Force Majeure: any period or periods of delay caused by reason of strikes, lockouts or other liabilities labor disputes; war or civil disorders; acts of any Governmental Authority (such as, and obligations arise duringsimilar to, accrue duringchanges in Legal Requirements constituting a moratorium imposed against capital projects of the type included within the Specified Capital Projects), excluding acts of any Governmental Authority resulting or are attributable to arising from the period prior to Closing acts or omissions of Buyer; fire or other casualty; acts of God such as storms, floods or other inclement weather; terrorism, riots, insurrection or demonstrations; and shortages of materials that impact construction projects on a national basis or a regional basis that affects and includes Detroit and southeast Michigan. Governmental Authorities: all agencies, authorities, bodies, boards, commissions, courts, instrumentalities, legislatures and offices of any nature whatsoever of any federal, state, county, district, municipality, city, foreign or other government or quasi-government unit or political subdivision. Government Payment Programs: federal and state Medicare, Medicaid and TRICARE plan programs, and similar or successor programs with or for the benefit of Governmental Authorities. ▇▇▇▇-▇▇▇▇▇▇ Act: the Public Health Service Act, 42 U.S.C. 291, et seq. Hired Employees: those employees of Seller who accept Buyer’s offer of employment as of the ClosingClosing Date and those employees of Seller employed by Buyer as of the Closing Date under written Assumed Contracts.

Excluded Liabilities. (a) Notwithstanding any provision in this Agreement or any other writing anything to the contrarycontrary in Section 1.4, Buyer is assuming only the Assumed Liabilities and is Purchaser shall not assuming assume any liabilities or obligations of Seller or ▇▇▇▇▇ Limited (i) for Federal, foreign, state, provincial or local taxes accruing prior to Closing, (ii) arising under benefit plans of Seller or ▇▇▇▇▇ Limited, other liability or obligation of any Seller of whatever nature than (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other except for liabilities under defined benefit plans which are excluded liabilities hereunder) those liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers type which are accrued on the 1998 Financial Statements, such as those relating to vacation and sick pay, (iii) for intra or intercompany accounts payable owing to other units of Seller or to ▇▇▇▇▇ Limited, (iv) for indebtedness for borrowed money, (v) as set forth in Section 1.7, (vi) under the retention bonus agreements referenced on SCHEDULE 4.19, and (vii) for the Litigation Matters (as defined below) (the "EXCLUDED LIABILITIES"); provided that Purchaser shall provide reasonable assistance to Seller at Purchaser's cost with respect to the administration of any sales tax refunds received by Seller from the State of Arizona. Seller shall forever defend, indemnify and hold harmless Purchaser and Parent from and against any and all liabilities, obligations, claims, damages (including incidental and consequential damages), costs and expenses (including court costs and reasonable attorneys' fees) related to or arising from Seller's failure to fully perform and discharge the Excluded Liabilities. Seller further agrees to pay and discharge all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following:they become due. (ib) any liability or obligation resulting from or arising out For purposes of this Agreement, "LITIGATION MATTERS" shall mean the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters pending lawsuits and threatened legal proceedings, specifically set forth in supermarkets)SCHEDULE 4.15, any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to pending administrative proceeding regarding the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes sales tax audit in Arizona. For purposes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, "POST-CLOSING USE" shall mean the Merger Agreement use, distribution or sale, directly or indirectly, by the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any EmployeeBusiness, that arisePurchaser, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller Parent or any of its their Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kindafter the Closing, fixed or contingent, known or unknown, resulting from or arising out of the conduct patent and other intellectual property which is the subject matter of the Standalone Drug Businessclaims brought by ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, as described in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the ClosingSCHEDULE 4.15.

Excluded Liabilities. Notwithstanding any provision in this Agreement Agreement, or any other writing schedule or exhibit hereto and regardless of any disclosure to Buyer, the Telos Sellers shall retain, and shall promptly pay, perform and discharge when due, and Buyer shall not assume or have any responsibility for (i) except as set forth in subparagraphs (vi) and (vii) of the definition of “Assumed Liabilities” in Article 1 hereof, any Liabilities of any Telos Seller that may have accrued prior to Closing with respect to directors, officers, employees or consultants of such Telos Seller (including, without limitation, in respect of accrued vacation and accrued compensation) and, except as set forth in Section 6.10, any Liabilities of any Telos Seller that may accrue on or after the Closing with respect to any such person who is not a Transferring Employee (as defined in Section 6.10) as of the Closing, (ii) any Liabilities of any Telos Seller for Taxes, (iii) any Liabilities of any Telos Seller for contingent payments to interWAVE Communications International, Limited pursuant to the contraryTechnology Licensing Agreement by and between interWAVE Communications International Ltd., Buyer is assuming only interWAVE Advanced Communications, Inc. and Seller on October 10, 2002; (iv) any Liabilities of any Telos Seller pursuant to any claims, judgments or arbitration awards against such Telos Seller with respect to any tort, breach of contract (other than warranties with respect to Seller Products or Services and which are Assumed Liabilities) or violation of law prior to the Closing by such Telos Seller (other than with respect to Comscape or the 3Com Litigation), (v) all Liabilities relating to or arising out of the Excluded Assets or the Excluded Contracts, (vi) all Liabilities of Seller arising under the Management Incentive Plan–M&A of Seller and all Liabilities of Seller arising under the Technical Personnel Retention Bonus Program of Seller; (vii) all Liabilities relating to or arising out of the matters listed on Schedule 2.1(d) or (viii) any other Liabilities of any Telos Seller other than the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities Liabilities of the Telos Sellers (all such liabilities and obligations not being assumed being herein referred to as other than the Assumed Liabilities, the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following: (i) any liability or obligation resulting from or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closing.

Excluded Liabilities. Notwithstanding any other provision in this Agreement or any other writing to the contrary, Buyer is assuming only neither ▇▇▇▇▇▇ nor any of its affiliates shall assume or be responsible to pay, perform or discharge the Assumed following Liabilities (the "Excluded Liabilities"): (a) any Liabilities of Primero arising or incurred in connection with the negotiation, preparation, investigation and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities performance of the Sellers Transaction Documents, including fees and expenses of counsel, accountants, consultants, advisers and others; (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following: b) any Liability for: (i) corporate income Taxes of Primero (or any liability affiliate of Primero); or obligation resulting from (ii) Taxes that arise out of the Closing that are the responsibility of Primero under applicable Law, except as otherwise set forth in this Agreement; (c) any Liabilities relating to or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded AssetAssets; (iid) all amounts allocated any Liabilities in respect of any pending or threatened Action arising out of, relating to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated or otherwise in respect of the acquisition, ownership or operation of the Purchased Assets to Sellers pursuant the extent such Action relates to Section 8.02such acquisition, ownership or operation on or prior to the Closing; (iiie) all accounts payable any Liabilities of Primero arising under or in connection with any Primero Benefit Plans; (f) any Environmental Liabilities relating to the Purchased Assets, but only to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing Time (other than with respect to Reclamation obligations relating to the Standalone Drug Business Purchased Assets); (g) any Liabilities of Primero or its affiliates not relating to the Purchased Assets; (iv) (Ah) any liability Liabilities to indemnify, reimburse or obligation for Taxes with respect advance amounts to the Standalone Drug Business any present or the Purchased Assets related to a Pre-Closing Tax Periodformer officer, and (B) any liability director, retiree, employee, independent contractor or obligation for Taxes consultant of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring Primero existing on or prior to the Closing DateTime (including with respect to any breach of fiduciary obligations by any of such Persons), except for any indemnification of any Primero Indemnitees pursuant to this AgreementArticle 9; (i) all Employee Obligations due or accruing due prior to the Adjustment Date that are not included in the Statement of Adjustments and all Primero Severance Obligations; (j) any Liabilities under any Contracts: (i) which are not capable of being assigned to ▇▇▇▇▇▇ for any reason; or (ii) to the extent such Liabilities arise out of or relate to a breach by Primero of such Contracts prior to the Closing Time; (k) any fees, the Merger Agreement expenses or the Purchase and Separation Agreement other payments incurred or owed by or on behalf of Primero or any of its affiliates to any brokers, financial advisors or comparable other Persons; (including the Reorganization as defined therein)l) any Liabilities associated with debt, loans or credit facilities of Primero owing to any Person; provided that Transfer Taxes incurred and (m) any Liabilities arising out of, in respect of or in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed failure by Buyer pursuant to Article 9, or (B) any employee of any Seller Primero or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than affiliates to comply with any Assumed Liabilities) of Law, including any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased AssetsEnvironmental Law, or Governmental Order. For greater certainty, any and all Liabilities that arise after the operation Adjustment Date that are not set forth in the preceding clauses (a) through (m) shall not be Excluded Liabilities, and shall be Liabilities of ▇▇▇▇▇▇ after the FacilitiesClosing Time. Primero shall, and shall cause each of its affiliates to, pay and satisfy in each case under this clause (vi), only due course all Excluded Liabilities that Primero and its affiliates are obligated to the extent such other liabilities pay and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closingsatisfy.

Excluded Liabilities. Notwithstanding any provision in this Agreement, the Master Agreement or any other writing Operative Document to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability Liability, Contract or obligation of Seller or any Seller of its Affiliates (or any predecessor owner of all or part of their respective business and assets) of whatever nature (fixed or contingent, known or unknown)nature, whether presently in existence or arising or asserted hereafter, and no such assumption by Buyer shall be implied or construed by operation of law or otherwise or shall be attributed to Buyer as a putative successor to Seller. All such other liabilities Liabilities, Contracts and obligations shall be retained by and remain obligations and liabilities Liabilities of the Sellers Seller (all such liabilities Liabilities, Contracts and obligations not being assumed being herein referred to as the “"Excluded Liabilities”"). For Without limiting the avoidance foregoing, none of doubt (but without overriding the following shall be Assumed Liabilities in Section 1.03), Excluded Liabilities include for the followingpurposes of this Agreement or any of the other Operative Documents: (ia) any liability obligation or obligation resulting from or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), Liability for Tax imposed by any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring Taxation Authority on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not (i) with respect to the Other Businesses, (ii) or with respect to the operations of the U.S. Business or the acquisition, ownership or holding of the Purchased Assets at any time or for any period prior to the Closing, or (iii) for income Taxes incurred as a result of the consummation of the transactions contemplated by this Agreement, other than Transfer Costs arising on the purchase and sale of the Purchased Assets between Buyer and Seller pursuant to this Agreement and the Master Agreement; (b) any Liability or obligation of Seller or any of its Affiliates for money borrowed, including purchase money financing provided by any vendor, whether such Liabilities and obligations were incurred in the operation of the U.S. Business or otherwise; (c) any Liability or obligation relating to an EmployeeExcluded Asset; (d) any Prior Claims; and (vie) all other liabilities and obligations (other than any Assumed Liabilities) Liability or obligation contained in the respective agreements relating to Seller's acquisition of any kind, fixed water cooler business or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closingbottled water business.

Excluded Liabilities. Notwithstanding Buyer does not assume and will not be obligated to pay, perform, or otherwise discharge any provision in this Agreement of the following liabilities or obligations (collectively, the "Excluded Liabilities"): (a) any other writing liabilities or obligations of Seller to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred extent related to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following: (i) any liability or obligation resulting from or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (Ab) any liabilities or obligations of Seller for any breach or default by Seller prior to the Effective Time, or any event prior to the Effective Time, which after the giving of notice or passage of time or both would constitute a default or breach by Seller, of or under the Business Agreements, Franchises, the Transferable Permits, or the Transferable Environmental Permits, except to the extent that such liability or obligation for Taxes with respect to is taken into account in determining the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereofAdjustment Amount; (vc) all liabilities trade accounts payable and obligations relating to other accrued and unpaid current expenses in respect of goods and services incurred by or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to for the period as Business in the ordinary course of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only business to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing the Effective Time (the "Accounts Payable"); (d) any liabilities or obligations of Seller in respect of indebtedness for borrowed money; (e) any liabilities or obligations in respect of Taxes of Seller or any Tax Affiliate of Seller, or any liability of Seller for unpaid Taxes of any Person under Treasury Regulation section 1.1502-6 (or similar provision of state, local, or foreign law) as a transferee or successor, by contract or otherwise, except for Taxes for which Buyer is liable pursuant to Section 3.4 or Section 7.7; (f) any obligations of Seller for wages, employment Taxes, or severance pay to the extent attributable to the period prior to the Effective Time (except, with respect to vacation days and severance pay, as otherwise provided in Section 7.9); <PAGE> (g) except for the Assumed Environmental Liabilities, (i) any liabilities or obligations arising from any lawsuit (including any workers compensation claim) against Seller involving the Business filed prior to the Effective Time, (ii) any liabilities or obligations arising from any lawsuit (including any workers compensation claim) arising from an Actionable Incident related to the Purchased Assets or the Business which occurred prior to the Effective Time, or (iii) any criminal fines or penalties imposed by a Governmental Entity resulting from (A) an investigation or proceeding before a Governmental Entity regarding acts which occurred prior to the Effective Time, or (B) intentional fraud by Seller or its Affiliates prior to the Effective Time; (h) except as otherwise provided in Section 7.9, any liability or obligation of Seller or an ERISA Affiliate of Seller under or in connection with any of the ClosingBenefit Plans, including under any deferred compensation arrangement or severance policy or any obligation to make any parachute or retention payment; (i) any grievance arising out of or under any Collective Bargaining Agreement, or other collective bargaining agreement applicable to any of the Business Employees, prior to the Effective Time, and except as provided in Section 7.9, any other liabilities or obligations of Seller relating to the employment or termination of employment, including discrimination, wrongful discharge, unfair labor practices, or constructive termination, by Seller of any individual, to the extent the circumstances giving rise to the liability or obligation occurred prior to the Effective Time; (j) any liabilities or obligations of Seller arising under or in connection with this Agreement, any certificate or other document delivered in connection in herewith, and any of the transactions contemplated hereby and thereby; and (k) the amount of any disallowance (whether reflected in a required rate adjustment or a denial of a requested rate adjustment or otherwise affecting Buyer) in any purchased gas adjustment proceeding, to the extent the disallowance results from a finding by the PUC of an imprudent gas decision made by Seller prior to the Effective Time.

Excluded Liabilities. Notwithstanding any provision anything to the contrary contained in this Agreement Agreement, the Ancillary Agreements or any other writing to agreement or instrument, other than the contraryAssumed Liabilities, Buyer is assuming only the Assumed Liabilities and is shall not assuming assume or be liable with respect to any other liability or obligation of any Seller of whatever nature and its Related Persons (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as obligations, the “Excluded Liabilities”)) and Seller and its Related Persons, as applicable, shall remain solely responsible and liable for all Excluded Liabilities. For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include shall include, but not be limited to, the following: following liabilities and obligations (iother than in each case to the extent the same are Assumed Liabilities): (a) liabilities and obligations of Seller with respect to any note or other liability or obligation (including intercompany debt or intercompany accounts payable) owing from Seller to any of its Affiliates, (b) liabilities and obligations arising in connection with Excluded Assets, (c) liabilities and obligations of Seller resulting from the Valero Litigation, the ▇▇▇▇▇▇ Litigation and the ▇▇▇▇▇▇ ▇▇▇▇▇▇ Litigation, (d) liabilities and obligations that Seller has agreed to pay or arising out perform pursuant to this Agreement, (e) liabilities and obligations of the conduct Seller in respect of the supermarket business of the Sellers indebtedness for borrowed money (including liabilities and obligations pursuant to the operation of pharmacy counters in supermarketsPollution Policies Financing Agreement), any other business of (f) all Taxes, including penalties and interest thereon related to or imposed upon the Sellers other than the Standalone Drug Business, the Acquired Assets or the Excluded Assets prior to the Effective Date, including Seller’s portion of any Excluded Asset; prorated Taxes, fees and expenses in accordance with Article 11, (iig) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; liabilities of Seller for deferred revenue, (iiih) all accounts payable and accrued liabilities arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement(i) the Seller Cure Cost Obligations, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (vj) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closing.deficiency

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing anything to the contrarycontrary contained herein, Buyer is assuming only except for the Assumed Liabilities and is Purchaser’s obligations and covenants under this Agreement or the Purchaser Ancillary Documents, Purchaser shall not assuming assume or have any other liability or obligation whatsoever with respect to any of Sellers’ obligations, liabilities, contracts, debts, claims, costs, expenses, agreements or understandings, of any Seller of whatever kind or nature (fixed whatsoever at any time existing or contingentasserted, whether or not accrued on Sellers’ financial statements or recorded in their books and records, whether fixed, contingent or otherwise, whether known or unknown)unknown to Purchaser and/or Sellers, whether presently in existence arising prior to, at or arising hereafter. All such other liabilities after the Effective Time and obligations shall be retained by and remain obligations and liabilities whether or not relating to the operation of the Sellers Business or Sellers’ ownership or use of the Purchased Assets (all such liabilities and obligations not being assumed being herein referred to as collectively, the “Excluded Liabilities”). For Without limiting the avoidance generality of doubt (but without overriding the Assumed Liabilities in Section 1.03)foregoing, the Excluded Liabilities include the following: following liabilities and obligations: 15 (i) under any liability Contract to which any Seller is a party or obligation resulting from or arising out of by which they, the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets are bound that is not assumed by Purchaser under Section 2.3(a), including any liability or obligation (A) arising out of or relating to Sellers’ credit facilities or any security interest related thereto; (B) under any Excluded Termite Contract, or (C) under any Employment Agreement; (ii) except as provided in any of Sections 3.3, 3.4 or 6.10, for Taxes, including (A) any Taxes arising as a result of Sellers’ operation of the Business or ownership of the Purchased Assets prior to a Pre-Closing Tax Periodthe Effective Time, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been that will arise as a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer result of the Purchased sale of the Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in (C) any deferred Taxes of any nature; (iii) except for the manner set forth in Section 8.02 hereof; (v) Assumed Liabilities, all liabilities and obligations relating to arising out of or arising with respect to resulting from (A) actual or alleged acts or omissions of any EmployeeSeller, that ariseany of their Affiliates or any of their respective officers, exist, accrue employees or are attributable agents in connection with the operation of the Business or ownership of the Purchased Assets prior to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9Effective Time, or (B) any employee casualty damage, event or condition in respect of any Seller, the Purchased Assets or the Business existing or occurring prior to the Effective Time, regardless of whether such act, omission, event or condition was known by or disclosed to Purchaser or its Affiliates or constitutes a breach of a representation, warranty or covenant of Sellers contained herein, in either case to the extent same gives rise to any liabilities that exceed the amount included as a liability in the determination of the Net Asset Value of Sellers at Closing in respect of such act, omission, event or condition; (iv) arising under or resulting from any Seller Benefit Plan, ERISA Affiliate Plan, or any payroll practice of its Sellers; (v) under all accounts payable owing to, and other rights of payments owing to, Affiliates who is not an Employeeof Sellers; and or (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of or relating to any action, claim, suit or proceeding against the conduct of the Standalone Drug Business, the use, non-use Business that is pending or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or threatened as of the ClosingEffective Time and identified in Schedule 4.10.

Excluded Liabilities. Notwithstanding any provision in this Agreement Agreement, or any schedule or exhibit hereto, Sellers will retain, and will be solely responsible for paying, performing and discharging promptly when due, and Acquiror will not assume or otherwise have any responsibility or liability for, any and all Liabilities of Sellers (whether now existing or hereafter arising) other writing to the contrary, Buyer is assuming only than the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For By way of example and not by way of limitation, the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the followingthat are not being assumed by Acquiror include, without limitation: (i) any liability Liability with respect to a Retained Contract or obligation resulting from or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and any Seller Transaction Expenses or any Seller Transfer Taxes allocated to Sellers pursuant to (as defined in Section 8.021.12(b)); (iii) all accounts payable any Liabilities arising from any action, suit, investigation, or proceeding relating to any tort, breach of contract, default or violation of any Legal Requirement by any Seller, or any act or omission of any Seller, prior to, on or after the Closing, and any Liabilities pursuant to Closing any claims, judgments or arbitration awards against any Seller with respect to any tort, breach of contract, default or violation of any Legal Requirement by such Seller, or any act or omission of any Seller, prior to, on or after the Standalone Drug Business or the Purchased AssetsClosing; (iv) other than the Acquiror Transfer Taxes, any Liability of Sellers for Taxes or any Liability of Sellers for the unpaid Taxes of any Person under Treasury Regulation Section 1.1502-6 (Aor any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise; (v) any liability or obligation for Taxes accrued Liabilities of Sellers (other than Liabilities arising after the Closing under Assumed Contracts that constitute Assumed Liabilities); (vi) any and all Liabilities with respect to any environmental damage, or for any disposal, discharge or other use or treatment of any hazardous or toxic substance, under any and all Environmental and Safety Laws, arising prior to the Standalone Drug Business Closing or the Purchased Assets with respect to a Retained Contract or any other Excluded Asset; (vii) any and all Liabilities to employees or contractors of any Seller related to a Pre-Closing Tax Period, and (B) or arising from or with respect to any liability act or obligation for Taxes omission of such Seller or arising from or with respect to any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, event occurring on or prior to the Closing Date, pursuant including without limitation those Liabilities described in Sections 5.10(d)-(f), any Liabilities for the reimbursement of any expenses incurred by such Seller employees or contractors and any Liabilities to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred any Seller contractors for any amounts due to them in connection with the transfer of the Purchased Assets pursuant services provided to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereofsuch Seller; (vviii) any and all liabilities and Liabilities arising from the termination by any Seller of the employment of any current or former employees of such Seller or any of its affiliates arising out of their employment with Sellers, including any claims for wrongful discharge or employment discrimination, any other claims brought against such Seller arising from such Seller’s employment of any Person, or arising from any duties or obligations under any existing or future Contracts with or relating to employees, severance, vacation or arising other employee benefit plans of such Seller or any of its affiliates, including any claims brought under the laws of the state of Israel, but excluding any and all Liabilities with respect to Transferred Individuals arising from the employment of such Transferred Individuals by Acquiror after the Closing; (Aix) any Employee, that arise, exist, accrue and all present or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee future Liabilities of any Seller or any of its Affiliates who is affiliates to existing or future employees of such Seller or any of its affiliates arising out of their employment with Sellers under ERISA, COBRA, Cal-COBRA, WARN, or any severance or similar obligations of such Seller or any of its affiliates, including any severance or similar obligations brought under the laws of the state of Israel, but excluding any and all Liabilities with respect to Transferred Individuals arising from the employment of such Transferred Individuals by Acquiror after the Closing; (x) any and all Liabilities arising from any breach or default by any Seller of any Contract of such Seller (including but not limited to any breach or default by such Seller of any of the Assumed Contracts) except for obligations to perform an EmployeeAssumed Contract after the Closing; (xi) any and all Liabilities of any Seller pursuant to any claims, judgments or arbitration awards against such Seller with respect to any tort, breach of contract or violation of law prior to or following the Closing; (xii) any and all liabilities arising from or in connection with any breach of any grant made to any Sellers prior to the Closing Date from the Office of the Chief Scientist of the Israeli Ministry of Trade & Industry (the “OCS”) to the extent that such breach occurred before the Closing; and (vixiii) all other liabilities and obligations (other than any Assumed Liabilities) Liability of any kind, fixed or contingent, known or unknown, resulting from or arising out of either Seller incurred after the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the ClosingDate.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing anything to the contrarycontrary set forth herein, Buyer is assuming only the Assumed Sellers will remain liable with respect to, and Purchaser will not assume and will be deemed not to have assumed, the Excluded Liabilities. “Excluded Liabilities” means any and all Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all arising out of, relating to or otherwise in respect of the operation of the Purchased Assets and the Business before the Closing Date, other than such liabilities and obligations not being assumed being herein referred to Liabilities that specifically are included as the “Excluded Assumed Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following: including (i) any liability or obligation resulting from or arising out of the conduct of the supermarket business all Liabilities of the Sellers (including arising from the operation of pharmacy counters in supermarkets)Transactions, any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts Liabilities for (A) Income Taxes and (B) Non-Income Taxes that are allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers Seller pursuant to Section 8.02; 10.4(a), (iii) all accounts payable arising prior to Closing any obligations under any employee benefit plans, including retiree healthcare, and (iv) any other Liability with respect to the Standalone Drug Business Purchased Assets or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect Business, to the Standalone Drug Business extent arising out of or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, events occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than including any liability such Liability or obligation expressly assumed by Buyer (A) pursuant to Article 9any express or implied representation, warranty, agreement, coal specification undertaking or (B) any employee of guarantee made by any Seller or any Affiliate of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assetssuch Seller, or the alleged to have been made by Seller or any Affiliate of such Seller, (B) imposed or asserted to be imposed by operation of applicable Law, (C) arising pursuant to the FacilitiesWARN Act; or (D) pursuant to any doctrine of product liability, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, arising out of or are attributable related to the period events occurring prior to Closing or as of the Closing.

Excluded Liabilities. Notwithstanding any provision in this Agreement the provisions of Section 2.3 or any other writing provision of this Agreement, any Schedule or Exhibit hereto or any other Transaction Document to the contrary, Buyer is assuming only the Assumed Liabilities Purchaser shall not assume or be obligated to pay, perform or otherwise discharge (and is not assuming Seller shall retain, pay, perform or otherwise discharge without recourse to Purchaser) any other liability or obligation and all liabilities and/or obligations of Seller of any Seller of whatever nature (fixed kind, character or contingentdescription whatsoever, whether direct or indirect, known or unknown), whether presently in existence absolute or arising hereafter. All such contingent, matured or unmatured, and currently existing or hereinafter arising, other liabilities and obligations shall be retained by and remain obligations and liabilities of than the Sellers Assumed Liabilities (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance Seller shall, and shall cause each of doubt (but without overriding the Assumed Liabilities its Affiliates to, pay and satisfy in Section 1.03), due course all Excluded Liabilities include which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities shall include, but not be limited to, the following: (ia) any liability liabilities accruing, related to or obligation resulting from or otherwise arising out of the conduct or operation of the supermarket business Company’s Business or the ownership, leasing or use of the Sellers Acquired Assets on or prior to the Closing Date (including excluding, for the operation avoidance of pharmacy counters in supermarketsdoubt, Assumed Liabilities), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (iib) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer any liabilities or obligations for (i) Taxes allocated to Sellers pursuant to Section 8.02; of Seller (iiior any stockholder or other Affiliate of Seller) all accounts payable or arising prior to Closing from or with respect to the Standalone Drug Acquired Assets, the Company’s Business or the Purchased Assets; (iv) (A) Assumed Liabilities that are incurred in or attributable to any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Sellerperiod, or any member portion of any consolidatedperiod, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring ending on or prior to the Closing Date, (ii) Taxes that are the responsibility of Seller pursuant to Section 7.2, or (iii) other Taxes of Seller (or any stockholder or Affiliate of Seller) of any kind or description (including any liability for Taxes of Seller (or any stockholder or Affiliate of Seller) that becomes a liability of Purchaser under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law); (c) any liabilities and obligations in respect of any Excluded Asset, whether arising prior to or after the Closing Date; (d) other than as set forth in the Transition Services Agreement, any liability arising in respect of or relating to the employment of the present or former employees, officers, directors, retirees, independent contractors or consultants of Seller; (e) other than as set forth in the Transition Services Agreement, any liability arising in respect of or relating to any Employee Plan (including any salary, vacation pay, severance pay, bonus or other similar liabilities); (f) any liabilities associated with Indebtedness, to the extent such liabilities are not included in the calculation of Closing Net Working Capital (as finally determined pursuant to Section 2.8); (g) any liability incurred by Seller or any Person (other than Purchaser) arising out of or relating to the negotiation, preparation, investigation and performance of this Agreement, the Merger Agreement or other Transaction Documents and the Purchase and Separation Agreement Transaction (including fees and expenses payable to all attorneys and accountants, other professional fees and expenses and bankers’, brokers’ or finders’ fees for Persons not engaged by Purchaser); (h) any liability to distribute to Seller’s shareholders or otherwise apply all or any part of the Reorganization consideration received hereunder; (i) other than as defined therein); provided that Transfer Taxes incurred set forth in the Transition Services Agreement, any liability to indemnify, reimburse or advance amounts to any present or former officer, director, member, shareholder, manager, general partner, limited partner, employee or agent of Seller (including with respect to any breach of fiduciary obligations by any such party) arising on or prior to the Closing Date or in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an EmployeeAgreement; and (vij) all other any liabilities and obligations (other than any Assumed Liabilities) in respect of any kind, fixed pending or contingent, known or unknown, resulting from or threatened Action arising out of, relating to or otherwise in respect of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the FacilitiesCompany’s Business or the Acquired Assets, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, Action relates to such operation on or are attributable prior to the period prior to Closing or as of the ClosingDate.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability Liability or obligation of any Seller or its Affiliates of whatever nature (fixed or contingent, known or unknown)nature, whether presently currently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain liabilities and obligations of Seller and liabilities of the Sellers its Affiliates (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding doubt, notwithstanding anything contained in this Agreement to the Assumed contrary, all obligations and Liabilities in of Medegen shall continue to be retained by Medegen on and after Closing, subject to Section 1.032.7(b) and the rights of the Buyer Indemnified Parties pursuant to Section 10.2(a). Seller shall, or shall cause its Affiliates to, as applicable, pay, discharge and perform as and when due the Excluded Liabilities. Without limiting the generality of the foregoing, Excluded Liabilities include the followingshall include: (ia) all Liabilities and claims of any liability kind, character or obligation resulting from description (whether known or unknown, accrued, absolute, contingent or otherwise) relating to or arising out of the ownership or operation of the Assets or the conduct of the supermarket business of Business by Seller or its Affiliates (specifically excluding Medegen) prior to the Sellers (including the operation of pharmacy counters in supermarkets)Closing, any other business of the Sellers other than Assumed Liabilities; (b) all Excluded Taxes; (c) any Liability to the Standalone Drug Business, or extent relating to any Excluded Asset; (iid) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02Pre-Closing Accounts Payable; (iiie) all accounts payable Liabilities (specifically excluding Liabilities of Medegen) associated with compliance with, or otherwise arising prior to Closing with respect under, any Applicable Law, including any Business Permits, but only to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets extent related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the ownership or operation of the Assets or conduct of the Standalone Drug BusinessBusiness prior to the Closing; (f) all Liabilities with respect to, or relating to, Containment Business Employees, Seller Corporate Employees or Seller Medegen Business Employees that are expressly retained or assumed by Seller pursuant to Article VII; (g) all Liabilities with respect to Benefit Plans of Seller and its ERISA Affiliates (other than Medegen) other than Business Benefit Plans, except, with respect to such Business Benefit Plans, to the useextent assumed by Seller or Medegen Parent pursuant to Section 2.7(b) or Section VI of Exhibit M; (h) all Liabilities of Seller and its Affiliates (specifically excluding Medegen as described below under this Section 2.6) other than the Assumed Liabilities; and (i) all Liabilities retained by Seller pursuant to Exhibit M. For avoidance of doubt, non-use or ownership (whether by leasehold or feenotwithstanding anything herein to the contrary, Medegen shall retain all Liabilities of Medegen, subject to Section 2.7(b) and any indemnity rights of the Purchased AssetsBuyer Indemnified Parties under Section 10.2(a). The Parties acknowledge that, or subject to terms of Exhibit M (which are hereby incorporated herein), Seller shall bear all current Liabilities (other than Assumed Liabilities) representing costs and expenses incurred in the Ordinary Course in connection with the operation of the Facilities, in each case under this clause (vi), only Business conducted by Seller prior to the extent Closing Date (including those arising under contracts in connection with services, utilities, rentals, maintenance, etc.) and Buyer or its Affiliates shall bear all such other liabilities and obligations arise duringcurrent Liabilities of the Business incurred in the Ordinary Course (including those arising under contracts in connection with services, accrue duringutilities, rentals, maintenance, etc. that were entered into at any time) in connection with the operation of the Business conducted by Buyer or are attributable to the period prior to Closing or as of its Affiliates after the Closing.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, The Buyer is assuming only the Assumed Liabilities and is not assuming and Seller Parent or one or more of its Subsidiaries shall pay, perform or otherwise satisfy, all Liabilities other than the Assumed Liabilities, including the following: (a) (i) all Taxes arising from or with respect to the Transferred Assets or the operation of the Business that are incurred in or attributable to any period, or any portion of any period, ending on or prior to the Closing Date (except as otherwise provided in this Agreement), including any such Taxes imposed on the Buyer as a result of the Buyer being a transferee or successor with respect to the Business or the Transferred Assets, (ii) any Liability for Taxes imposed upon Seller or any of its Affiliates (or for which Seller or any of its Affiliates may otherwise be liable), without regard to whether such Taxes relate to periods (or portions thereof) ending on or prior to the Closing Date or thereafter (including any Taxes of any Person imposed upon Seller or any of its Affiliates under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or non-U.S. Law), as a transferee or successor by contract or otherwise), (iii) any Liability for Taxes of another Person as a result of a Contract or other agreement entered into on or prior to the Closing Date (other than as a result of any Contract that is a Transferred Asset to the extent Taxes under such Contract relate to periods (or portions thereof) beginning after the Closing Date), and (iv) any Taxes which are the responsibility of the Seller pursuant to Article VI; (b) except as set forth in Section 5.6, all Liabilities (i) arising out of or relating to the employment or termination of employment of or service by any current or former employee, consultant, contractor or leased employee of the Seller or Seller Parent on or prior to the Closing Date or (ii) arising in respect of or relating to Business Employees, Business Benefit Plans, or other employee benefit plans or workers compensation arrangements to which Seller has any obligation or Liability; (c) all Indebtedness of the Seller, Seller Parent and any of their respective Subsidiaries and Affiliates; (d) all Liabilities in respect of products manufactured, marketed, distributed or sold by the Business, in each case prior to the Closing; (e) Liabilities to the extent arising out of Excluded Assets, including, in the case of real property owned, leased or operated at any time by the Seller or any of its Affiliates in connection with the Business (other than the Owned Real Property or the C▇▇▇▇▇▇▇ Facilities); (f) Liabilities (including for infringement of any Intellectual Property of any other liability or obligation Person) to the extent arising out of any Seller manufacturing or design defect in, or any warranty or product liability claim related to, or otherwise with respect to any unit of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities product of the Sellers Business manufactured or sold by the Seller prior to the Closing Date; (g) Excluded Environmental Liabilities; (h) Liabilities for breach or violation by the Seller prior to the Closing to be such a breach or violation of any (i) Transferred Contract (ii) Law (other than, for the avoidance of doubt, any item set forth on Schedule 3.9) or (iii) Permit (but, for clarity, excluding in each case any Liabilities other than the Straddle Environmental Liabilities to the extent arising from a continuation of any such breach or violation by the Buyer on or after the Closing); (i) Liabilities related to any Action pending or threatened in writing against Seller or Seller Parent prior to the Closing Date, except as set forth on Schedule 2.3(h); (j) subject to Section 2.5, attributable to the Seller or Seller Parent’s proportionate interest in respect of any Shared Contract to the extent relating to the Other Businesses; (k) all such liabilities and obligations not being assumed being herein referred Liabilities listed on Schedule 2.4(k); and (l) all Liabilities relating to as the Other Businesses (including, subject to Section 2.5, in respect of any Shared Contract to the extent relating to the Other Businesses or that was Known prior to the Closing) (collectively with items (a) - (d) above, the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following: (i) any liability or obligation resulting from or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closing.

Excluded Liabilities. Notwithstanding any provision anything contained in this Agreement to the contrary, Purchaser does not assume or agree to pay, satisfy, discharge or perform, and shall not be deemed by virtue of the execution and delivery of this Agreement or any document delivered at the Closing pursuant to this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability, obligation or indebtedness of any Seller, whether primary or secondary, direct or indirect, other writing to the contrary, Buyer is assuming only than the Assumed Liabilities and is liability to Sellers for the amount of Cure Costs as provided in Section 2.5 hereof. Purchaser shall not assuming be liable for any liabilities, Contracts, agreements or other liability obligations of Sellers that are not expressly assumed by Purchaser or obligation Purchaser’s Designee pursuant to Section 2.6 or the Cure Costs to the extent provided in Section 2.5 of any Seller of whatever nature (fixed or contingentthis Agreement, known or unknown)including, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers without limitation, those set forth below (all such liabilities and obligations that are not being assumed being herein Assumed Liabilities are referred to herein as the “Excluded Liabilities”). For the avoidance ): (a) all obligations or liabilities of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following: (iSellers or any predecessor(s) or Affiliate(s) of Sellers that relate to any liability or obligation resulting from or arising out of the conduct Excluded Assets; (b) all obligations or liabilities of the supermarket business Sellers or any predecessor(s) or Affiliate(s) of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Businesswith respect to Taxes of a Designated Entity not reportable on a consolidated, combined or any Excluded Asset; unitary Tax Return) relating to Taxes (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing including with respect to the Standalone Drug Business Acquired Assets or the Purchased Assets; (ivotherwise) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Sellerall periods, or any member of any consolidatedportions thereof, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring ending on or prior to the Closing Date; (c) all obligations or liabilities for any legal, pursuant to this Agreementaccounting, the Merger Agreement investment, banking, brokerage or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes similar fees or expenses incurred by any Seller in connection with with, resulting from or attributable to the transfer of the Purchased Assets pursuant to transactions contemplated by this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; DIP Financing; (vd) all obligations or liabilities for any borrowed money incurred by Sellers or any predecessor(s) or Affiliate(s) of Sellers (other than the Designated Entities); (e) all obligations of Sellers related to the right to or issuance of any capital stock or other equity interest of Sellers or any Designated Entity, including, without limitation, any stock options or warrants; (f) all liabilities and obligations relating to from Sellers or arising with respect to (Aany predecessor(s) any Employee, that arise, exist, accrue or are attributable to the period as Affiliate(s) of or prior to ClosingSellers, other than the Designated Entities, resulting from, caused by or arising out of, directly or indirectly, the conduct of the business or ownership or lease of any properties or assets or any properties or assets previously used by Sellers at any time prior to or on the Closing Date, including, without limitation, such of the foregoing (i) as constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of requirement of any law, (ii) that relate to, result in or arise out of the existence or imposition of any liability or obligation expressly assumed by Buyer pursuant to Article 9remediate or contribute or otherwise pay any amount under or in respect of any environmental, superfund or other environmental cleanup or remedial laws, occupational safety and health laws or other laws or (Biii) that relate to any employee and all claims, disputes, demands, actions, liabilities, damages, suits in equity, administrative proceedings, accounts, costs, expenses, setoffs, contributions, attorneys’ fees and/or causes of any Seller action of whatever kind or character against Sellers or any predecessor(s) or Affiliate(s) of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (Sellers, other than any Assumed Liabilities) of any kindthe Designated Entities, fixed or contingentwhether past, present, future, known or unknown, resulting from liquidated or arising out of the conduct of the Standalone Drug Businessunliquidated, the use, non-use accrued or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closing.unaccrued; 8

Excluded Liabilities. Notwithstanding Except for the Assumed Liabilities, Purchaser (and the Purchaser Affiliate) shall not assume and shall not be liable or responsible for any provision in this Agreement Liability of Seller, any direct or indirect Subsidiary of Seller or any other writing to the contraryAffiliate of Seller (collectively, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For Without limiting the avoidance foregoing, Purchaser (and the Purchaser Affiliate) shall not be obligated to assume, and does not assume, and hereby disclaims any of doubt (but without overriding the Assumed following Liabilities in Section 1.03)of Seller, Excluded Liabilities include the followingits Subsidiaries or its Affiliates: (ia) Any Liability attributable to any liability assets, properties or obligation resulting from or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters Contracts not included in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (ivb) Any Liability attributable to any Contract of Seller, including any product warranties or guarantees; (Ac) Any Liability for accounts payable of Seller; (d) Except as otherwise specifically provided in Section 9, any liability or obligation Liability for Taxes with respect attributable to or imposed upon Seller or any of its Affiliates (including any Liability of Seller for the Standalone Drug Taxes of any Person under Treas. Regs. Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by Contract, or otherwise), or attributable to or imposed upon the Business or the Purchased Assets related to a for any Pre-Closing Tax Period, and ; (Be) Any Liability for or with respect to any liability or obligation for Taxes of any Sellerloan, or other indebtedness for borrowed money, including any member such Liabilities owed to Affiliates of any consolidatedSeller; (f) Any Liability arising from accidents, affiliatedoccurrences, combined misconduct, negligence, breach of fiduciary duty or unitary group of which any Seller is statements made or has been a member, for Taxes omitted to be made (if anyincluding libelous or defamatory statements) attributable to the transactions, occurring on or prior to the Closing Date, pursuant whether or not covered by workers’ compensation or other forms of insurance; (g) Any Liability arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time, to the extent attributable to any action or omission on or prior to the Closing Date, including any Liability for (i) infringement or misappropriation of any Intellectual Property or any other rights of any Person (including any right of privacy or publicity) prior to the Closing Date; (ii) breach of product warranties (which shall not include repairs, fixes or replacements in the ordinary course of business) prior to the Closing Date; (iii) injury, death, property damage or other losses arising with respect to or caused by Seller Products or the manufacturer or design thereof prior to the Closing Date; or (iv) violations of any Legal Requirements (including federal and state securities laws); (h) Any Liability of Seller or any ERISA Affiliate attributable to any current or former Employee or other service provider of Seller or any ERISA Affiliate, including, without limitation, any Liability arising under applicable law; (i) Any Liability of Seller or any ERISA Affiliate, arising out of any Employee Benefit Plan, including, without limitation, any Liability with respect to any Seller’s or any ERISA Affiliate’s withdrawal or partial withdrawal from or termination of any Employee Plan; (j) Any Liability under any Contract with an Employee or Consultant of Seller; (k) Any Liability for making payments of any kind to Employees (including as a result of the Transaction, the termination of an employee by Seller, wages, stock options, accrued vacation or sick pay, or other claims arising out of the terms of employment with Seller), or with respect to payroll taxes; (l) Except as otherwise set forth in this Agreement, the Merger Agreement or the Purchase and Separation Agreement any Liability (including the Reorganization as defined therein); provided that Transfer Taxes i) incurred in connection with the transfer making or performance of this Agreement and the Transaction or (ii) related to or arising from the acquisition of the Purchased Assets pursuant to this Agreement by Purchaser; (m) Any costs or expenses incurred in connection with shutting down, de-installing and Apportioned Obligations shall be allocated removing equipment not purchased by Purchaser and paid in the manner any costs or expenses associated with any Contracts not assumed by Purchaser hereunder; (n) Except as otherwise set forth in Section 8.02 hereofthis Agreement, any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Agreements, preparation or delivery of materials or information requested by Purchaser, and the consummation of the Transaction, including all broker, counsel and accounting fees; (vo) all liabilities and obligations relating Any Legal Requirement applicable to Seller, the Purchased Assets or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of Assumed Liabilities on or prior to the Closing Date, or any Liability of Seller for a violation of such a Legal Requirement that occurred on or prior to the Closing, ; (p) Any Liability to any stockholder of Seller; (q) Any other Liability arising out of the operation of the Business or the ownership of the Purchased Assets prior to the Closing other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employeethe Assumed Liabilities; and (vir) all other liabilities and obligations (Any Liability of Seller or any Subsidiary of Seller other than any the Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closing.

Excluded Liabilities. Notwithstanding Buyer does not assume and will not be obligated to pay, perform, or otherwise discharge any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers following liabilities or obligations (all such liabilities and obligations not being assumed being herein referred to as collectively, the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following:): (ia) any liability liabilities or obligation resulting from or arising out obligations of Seller to the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or extent related to any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (Ab) any liabilities or obligations of Seller for any breach or default by Seller prior to the Effective Time, or any event prior to the Effective Time, which after the giving of notice or passage of time or both would constitute a default or breach by Seller, of or under the Business Agreements, Franchises, the Transferable Permits, or the Transferable Environmental Permits, except to the extent that such liability or obligation for Taxes with respect to is taken into account in determining the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereofAdjustment Amount; (vc) all liabilities trade accounts payable and obligations relating to other accrued and unpaid current expenses in respect of goods and services incurred by or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to for the period as Business in the ordinary course of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only business to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing the Effective Time (the “Accounts Payable”); (d) any liabilities or obligations of Seller in respect of indebtedness for borrowed money; (e) any liabilities or obligations in respect of Taxes of Seller or any Tax Affiliate of Seller, or any liability of Seller for unpaid Taxes of any Person under Treasury Regulation section 1.1502-6 (or similar provision of state, local, or foreign law) as a transferee or successor, by contract or otherwise, except for Taxes for which Buyer is liable pursuant to Section 3.4 or Section 7.7; (f) any obligations of Seller for wages, employment Taxes, or severance pay to the extent attributable to the period prior to the Effective Time (except, with respect to vacation days and severance pay, as otherwise provided in Section 7.9); (g) except for the Assumed Environmental Liabilities, (i) any liabilities or obligations arising from any lawsuit (including any workers compensation claim) against Seller involving the Business filed prior to the Effective Time, (ii) any liabilities or obligations arising from any lawsuit (including any workers compensation claim) arising STLD01-1185616-10 MICHIGAN GAS from an Actionable Incident related to the Purchased Assets or the Business which occurred prior to the Effective Time, or (iii) any criminal fines or penalties imposed by a Governmental Entity resulting from (A) an investigation or proceeding before a Governmental Entity regarding acts which occurred prior to the Effective Time, or (B) intentional fraud by Seller or its Affiliates prior to the Effective Time; (h) except as otherwise provided in Section 7.9, any liability or obligation of Seller or an ERISA Affiliate of Seller under or in connection with any of the ClosingBenefit Plans, including under any deferred compensation arrangement or severance policy or any obligation to make any parachute or retention payment; (i) any grievance arising out of or under any Collective Bargaining Agreement, or other collective bargaining agreement applicable to any of the Business Employees, prior to the Effective Time, and except as provided in Section 7.9, any other liabilities or obligations of Seller relating to the employment or termination of employment, including discrimination, wrongful discharge, unfair labor practices, or constructive termination, by Seller of any individual, to the extent the circumstances giving rise to the liability or obligation occurred prior to the Effective Time; (j) any liabilities or obligations of Seller arising under or in connection with this Agreement, any certificate or other document delivered in connection in herewith, and any of the transactions contemplated hereby and thereby; and (k) the amount of any disallowance (whether reflected in a required rate adjustment or a denial of a requested rate adjustment or otherwise affecting Buyer) in any gas cost recovery proceeding, to the extent the disallowance results from a finding by the PSC of an imprudent gas decision made by Seller prior to the Effective Time.

Excluded Liabilities. Notwithstanding Neither Buyer shall assume nor be obligated to pay, perform or otherwise discharge or be responsible for any provision in this Agreement of the liabilities or any other writing to the contraryobligations of Seller or its Affiliates, Buyer is assuming only except the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafterLiabilities. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Seller or its Affiliates other than the Sellers (all such liabilities and obligations not being assumed being herein Assumed Liabilities are referred to herein as the “Excluded Liabilities”, all of which Excluded Liabilities shall remain the sole responsibility of Seller and/or its Affiliates (as applicable). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), The Excluded Liabilities include the following: (a) liabilities or obligations associated with or arising from the Excluded Assets or other assets that are not part of the Transferred Assets and the ownership, operation and conduct of any business in connection therewith or therefrom; (b) any obligations or liabilities to the extent arising or accrued prior to Closing, or to the extent arising from or relating to any acts or omissions, or set of facts in existence, in each case prior to Closing, including any Pipeline imbalances, energy and natural gas derivatives, heat rate call options and interest rate derivatives, and including those of or relating to GBOC; (c) any of the liabilities or obligations of Seller or any Affiliate of Seller (including any liabilities or obligations under any Tax-sharing agreements) with respect to Taxes, the nonpayment of which could result in a lien on, or that are attributable to the ownership, sale, operation or use of, the Transferred Assets prior to Closing or to the sale of the Transferred Assets pursuant to this Agreement (whether or not the applicable Tax period(s) ends on, before or after Closing), except to the extent Buyers receive a credit to the Initial Purchase Price therefor at Closing as provided in Section 2.6; (d) liabilities or obligations arising from or associated with the failure of Seller or any of Seller’s Affiliates to pay or perform any obligation or other breach by Seller or any of Seller’s Affiliates of any term, covenant or provision of any Contract of Seller or any of Seller’s Affiliates; (e) liabilities or obligations arising prior to the Closing Date from or associated with the failure of GBOC to pay or perform any obligation or other breach by GBOC of any term, covenant or provision of any Contract of GBOC; (f) liabilities to third parties for personal injury, tort or any other causes of action associated with or arising from the ownership, use or operation of the Transferred Assets as a result of any event, fact or circumstance arising or occurring prior to Closing; (g) liabilities of Seller incurred in connection with its obtaining or failing to obtain any License or Approval or make any filing with any Governmental Authority necessary for it to sell, convey, assign, transfer or deliver the Transferred Assets to Buyers hereunder; (h) any liability of Seller or any of its Affiliates representing indebtedness for money borrowed or the deferred portion of the purchase price for any assets, including any of the Transferred Assets, of Seller or any of its Affiliates, including any refinancing thereof, including any liabilities arising from or relating to the Credit Facility; (i) any liability or obligation resulting of Seller to any of its Affiliates or arising from or arising out associated with any transactions between Seller and any of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Assetits Affiliates; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (Aj) any liability or obligation for Taxes of Seller to GBOC or from or associated with respect any transactions between Seller and GBOC; (k) any liabilities or obligations resulting from (A) any violation of, or failure of Seller, GBOC or any of Seller’s Affiliates to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Periodcomply with, Laws and Licenses, and (B) any liability the use, treatment, storage, presence, disposal or obligation for Taxes Release of any SellerHazardous Materials on, under or any member from Buyers’ Power Block Site or in connection with the development or operation of any consolidatedthe Gila River Power Station, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactionsextent such violation, occurring on failure, use, treatment, storage, presence, disposal or Release occurred prior to the Closing Date. (l) any liability, pursuant obligation or responsibility arising from or associated with claims set forth in any lawsuits or other Proceedings pending against Seller, GBOC or any of Seller’s Affiliates, other than lawsuits or other Proceedings arising from circumstances occurring after Closing that relate to this Agreementthe Transferred Assets or are Assumed Liabilities; (m) any liabilities or obligations relating to any ERISA plan or other employee benefit plan, the Merger Agreement program, or the Purchase and Separation Agreement arrangement of any kind (including any equity or equity-based or other incentive plan, employment agreement or other agreement) providing compensation or benefits to employees or other service providers, maintained by Seller or any corporation, trade, business or entity under common control with Seller, within the Reorganization meaning of Section 414(b), (c), (m) or (o) of the United States Internal Revenue Code, as defined thereinamended (the “Code”) or Section 4001 of ERISA (“ERISA Affiliate”), including any liability with respect to any such plan: (i) for benefits payable under such plan; provided (ii) to the Pension Benefit Guaranty Corporation under Title IV of ERISA; (iii) relating to any such plan that Transfer Taxes incurred is a multi-employer plan within the meaning of Section 3(37) of ERISA; (iv) for non-compliance with the notice and benefit continuation requirements of COBRA; (v) for noncompliance with ERISA or any other applicable Laws; or (vi) arising out of or in connection with any Proceeding or claim which is brought in connection with any such plan. Without limiting the transfer of the Purchased Assets pursuant foregoing, Buyers shall not be responsible for any liabilities or obligations relating to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereofCOBRA elections or continuing coverage under any group health plan maintained by Seller or Seller’s ERISA Affiliates prior to, on or after Closing; (vn) all any liabilities and or obligations relating to the employment or termination of employment of any individual by Seller or any Affiliate of Seller, including discrimination, wrongful discharge, unfair labor practices or constructive termination; (o) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising with respect to (A) under any Employee, that arise, exist, accrue Contract or are attributable to the period as plan of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an EmployeeAffiliates; (p) any deductible or self-insurance owed under or against the Seller’s insurance coverage in any way related to incidents or claims occurring prior to the Closing Date; and (viq) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed costs or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case expenses for which Seller is liable under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the ClosingAgreement.

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Purchaser shall not assume and shall not be obligated to assume or be obliged to pay, perform or otherwise discharge any Liability of the Sellers, and the Sellers shall be solely and exclusively liable with respect to all Liabilities of the Sellers, other than the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingentcollectively, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance purpose of doubt (but clarity, and without overriding limitation of the Assumed Liabilities in Section 1.03)generality of the foregoing, the Excluded Liabilities include shall include, without limitation, each of the followingfollowing liabilities of the Sellers: (ia) any liability or obligation resulting from or arising out of the conduct of the supermarket business all Indebtedness of the Sellers and their Affiliates; (including b) all guarantees of Third Party obligations by the operation Sellers and reimbursement obligations to guarantors of pharmacy counters in supermarkets), the Sellers’ obligations or under letters of credit; (c) any other business Liability of the Sellers or their directors, officers, stockholders or agents (acting in such capacities), arising out of, or relating to, this Agreement or the transactions contemplated by this Agreement, whether incurred prior to, at or subsequent to the Closing Date, including, without limitation, other than the Standalone Drug Businessas specifically set forth herein, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing including with respect to the Standalone Drug Business Assumed Liabilities, all finder’s or broker’s fees and expenses and any and all fees and expenses of any representatives of the Purchased AssetsSellers; (ivd) (A) other than as specifically set forth herein, any liability Liability relating to events or obligation for Taxes with respect to the Standalone Drug Business conditions occurring or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Sellerexisting in connection with, or any member of any consolidatedarising out of, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or Business as operated prior to the Closing Date, or the ownership, possession, use, operation or sale or other disposition prior to the Closing Date of the Assets (or any other assets, properties, rights or interests associated, at any time prior to the Closing Date, with the Business) including, without limitation, any liability with respect to Customer Contract Cure Costs or any Cure Cost payable by the Sellers pursuant to this Section 2.1.7(b) and Section 2.1.7(c) of the Sellers Disclosure Schedule; (e) other than as specifically set forth in Article VII, the Assumed Liabilities, or as specifically set forth in the Loaned Employee Agreement, any Liability to any Person at any time employed by the Merger Agreement Sellers or to any such Person’s spouse, children, other dependents or beneficiaries, with respect to incidents, events, exposures or circumstances occurring at any time during the period or periods of any such Person’s employment by the Sellers and arising from or related to such Person’s employment by the Sellers whenever such claims mature or are asserted, including, without limitation (except as otherwise specifically set forth in Article VII, the Assumed Liabilities or the Purchase Loaned Employee Agreement), all Liabilities arising (i) under the Seller Employee Plans, (ii) under any employment, wage and Separation Agreement hour restriction, equal opportunity, discrimination, plant closing or immigration and naturalization Laws, (iii) under any collective bargaining Laws, agreements or arrangements or (iv) in connection with any workers’ compensation or any other employee health, accident, disability or safety claims; (f) any Liability relating to any real properties owned, operated or otherwise controlled by the Sellers or their Affiliates (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with Real Property) to the transfer extent arising from events or conditions occurring or existing prior to the Closing Date, including, without limitation, where connected with, arising out of the Purchased Assets pursuant or relating to: (i) Releases, Handling of Hazardous Materials or violations of Environmental Laws or (ii) claims relating to this Agreement employee health and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereofsafety, including claims for injury, sickness, disease or death of any Person; (vg) any Liability of the Sellers under Title IV of ERISA; (h) any pension or retirement Liability of the Sellers; (i) all liabilities and obligations Liabilities for, or related to, any obligation for any Tax that the Sellers bear under Article VI, and, for the avoidance of doubt, the Parties intend that no Purchaser or Designated Purchaser shall have any transferee or successor liability for any Tax Sellers bear under Article VI; (j) all Actions pending against the Sellers on or before the Closing Date or to the extent relating to the Business or arising with respect the Assets prior to the Closing Date even if instituted after the Closing Date; (Ak) any EmployeeLiability incurred by the Sellers or their respective directors, that ariseofficers, existstockholders, accrue agents or are attributable to employees (acting in such capacities) after the period Closing Date; payable; (l) except as of or prior to Closingprovided in Section 2.1.3(b), other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or all liabilities for accounts (Bm) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from Liability relating to or arising out of the conduct ownership or operation of an Excluded Asset or the Standalone Drug operation by the Sellers of any business other than the Business, whether before, on or after the use, non-use or ownership Closing Date; and Schedule. (whether by leasehold or feen) those Liabilities set forth on Section 2.1.4(n) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closing.Sellers Disclosure

Excluded Liabilities. Notwithstanding Purchaser shall in no event assume, nor shall it be liable for, any provision in this Agreement obligations or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation liabilities of Sellers of any Seller of whatever nature whatsoever (whether express or implied, fixed or contingent, known or unknown), whether presently in existence or arising hereafter. All ) other than the Assumed Liabilities (all such other liabilities and obligations shall be retained by and remain obligations and liabilities of Sellers other than the Sellers (all such liabilities and obligations not being assumed being herein Assumed Liabilities are referred to individually as an “Excluded Liability” and collectively as the “Excluded Liabilities”). For Without limiting the avoidance foregoing, Purchaser shall not be deemed to assume any liabilities relating to or arising out of: (a) the Excluded Assets; (b) any liabilities, obligations and commitments with respect to (i) borrowed money, (ii) notes payable, (iii) capital leases, (iv) outstanding checks from, or made on behalf of, the Business that have not cleared and (v) installment sale contracts or other contracts relating to the deferred and unpaid purchase price of doubt (but without overriding property or services, including any interest accrued thereon and prepayment or similar penalties and expenses, as of the Closing Date, with the exception of the Assumed Liabilities in Accounts Payable) (“Indebtedness”); (c) any litigation and other legal proceedings brought by any third party or Governmental Authority, whether pending or threatened prior to the Closing Date or thereafter, to the extent relating to the operation or formation of the Business by Sellers prior to the Closing, including claims alleging pre-Closing breach of contract, claims alleging pre-Closing violations of the intellectual property of third parties and claims relating to pre-Closing violations of law (including Environmental Laws); (d) any amounts (fixed, contingent or otherwise) payable by Sellers to any other Seller, or any shareholder or affiliate of any Seller; (e) any other liabilities, obligations and commitments expressly retained by and/or allocated to Sellers under Section 1.035 (Employee and Employee Benefit Plans), Excluded Liabilities include ; (f) all policies of insurance of Sellers; (g) the following:obligation to contribute to or other obligations arising under the Plans; (h) any liabilities of Sellers arising under any Environmental Law; (i) any liability or obligation resulting from or arising out liabilities of Sellers incurred outside of the conduct ordinary course of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset;business; and (iij) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business assessed, accrued or the Purchased Assets; (iv) (A) any liability or obligation attributable for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or periods prior to the Closing DateDate and related penalties and interest, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closingif any.

Excluded Liabilities. Notwithstanding any provision It is expressly understood and agreed that, notwithstanding anything to the contrary in this Agreement or any other writing Agreement, Assumed Liabilities shall not include the following (collectively, the "Excluded Liabilities"): (a) except to the contraryextent expressly assumed pursuant to the provisions of Sections 1.6 (a) through 1.6(k), inclusive, all debts, liabilities or obligations of the Asset Sellers to the extent they are attributable to the Asset Sellers' business other than the Analytical Instruments Business as conveyed to Buyer is assuming only on the Assumed Liabilities and is not assuming any other liability Closing Date pursuant to this Agreement; (b) all liabilities or obligation obligations of any Asset Seller in the nature of whatever nature (fixed Indebtedness, including any obligation or contingentliability under any contract or agreement relating to the same; as used in this Agreement, known or unknown)"Indebtedness" of any Person means, whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03)duplication, Excluded Liabilities include the following: (i) any liability or obligation resulting from or arising out all indebtedness of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets)such Person for borrowed money, any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; obligations of such Person evidenced by bonds, debentures, notes or other similar instruments (or reimbursement obligations with respect thereto), other than letters of credit incurred by such Person in the Ordinary Course of Business, (iii) all accounts payable arising prior obligations of such Person to Closing with respect to pay the Standalone Drug deferred and unpaid purchase price of property or services, other than trade payables and accrued expenses incurred in the Ordinary Course of Business or the Purchased Assetsand (iv) all capitalized lease obligations of such Person; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (vc) all liabilities and obligations relating to or arising with in respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation employee relations and benefits not expressly assumed by Buyer pursuant to Article 9Section 6 hereof; (d) liabilities or obligations under foreign currency contracts to which any Asset Seller is a party; (e) all obligations with respect to intercompany receivables, notes or (B) loans between any employee of any the Transferred Subsidiaries, on the one hand, and Seller or any of its Affiliates who is not an Employee; and other subsidiaries (vi) all excluding Transferred Subsidiaries), on the other liabilities and obligations (other than any Assumed Liabilities) of any kindhand, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or feeexcept as listed in Section 1.7(e) of the Purchased Assets, Seller Schedule and except for trade payables or the operation of the Facilities, in each case under this clause (vi), only receivables relating to the extent such other liabilities and obligations arise during, accrue during, provision of goods or are attributable services to or by the period prior to Closing or as Analytical Instruments Business in the Ordinary Course of the Closing.Business;

Excluded Liabilities. Notwithstanding any provision in this Agreement or any other writing anything to the contrarycontrary set forth herein, Buyer is assuming only the Purchaser shall not assume and shall be deemed not to have assumed, and the Sellers shall remain liable with respect to, any and all Liabilities of the Sellers arising out of, relating to or otherwise in respect of the Business, the Employees, or the Purchased Assets prior to the Closing Date, and all other Liabilities of any Seller Entity, other than the Assumed Liabilities and is not assuming any other liability or obligation of any Seller of whatever nature (fixed or contingentcollectively, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For Without limiting the foregoing, for the avoidance of doubt doubt, except to the extent that any of the following constitute an Assumed Liability, the Sellers shall remain responsible for, and the Purchaser shall not be obligated to assume, and does not assume, and hereby disclaims all of the Excluded Liabilities, including all of the following Liabilities of any Seller Entity (but without overriding each of which shall constitute an Excluded Liability hereunder): (a) all Liabilities arising out of or relating to the Assumed Business, the Purchased Assets or the ownership, operation or conduct thereof; (b) all Liabilities for accrued expenses and accounts payable of the Business; (c) all Liabilities relating to the Indenture Obligations or the Cash Collateral Order (including any adequate protection provided pursuant to the Cash Collateral Order); (d) all Liabilities arising out of any of the Excluded Assets, including Contracts that are not Purchased Contracts and any Title Defect Property, Environmental Defect Property or other Purchased Asset that the Purchaser elects to exclude from the Purchased Assets pursuant to Sections 8.15 or 8.16, as applicable, or that is otherwise permitted under this Agreement; (e) all Environmental Liabilities and Obligations, based on facts, occurrences or conditions: (i) first arising or existing on or prior to the Closing Date; or (ii) arising at any time at any properties other than the Real Property, including any Liabilities arising from any disposal of Hazardous Materials off-site of the Real Property prior to the Closing Date, and any fines or penalties or criminal actions imposed in Section 1.03)connection with any violation of Environmental Laws prior to the Closing Date; provided, however, that nothing in this Agreement shall: (A) release, nullify, or enjoin the enforcement of any liability to a Governmental Body under Environmental Laws (or any associated liabilities for penalties, damages, cost recovery, or injunctive relief) that any entity would be subject to as the owner, lessor, lessee, or operator of any Real Property after the Closing Date; or (B) in any way diminish the obligations of the Sellers to comply with Environmental Laws consistent with their rights and obligations as debtors in possession under the Bankruptcy Code; (f) all Liabilities relating to any claims for infringement, dilution, misappropriation or any other violation of the rights of any third parties or caused by use of the Purchased Intellectual Property by a Seller Entity; (g) except as otherwise expressly provided in this Agreement with respect to Transfer Taxes and Periodic Non-Income Taxes, (i) all Liabilities for Taxes of any Seller Entity that are attributable to any period, or portion thereof, before or after the Closing Date and (ii) all liability for Taxes in respect of the Purchased Assets that are attributable to any period, or portion thereof, before the Closing Date; (h) all Excluded Liabilities include the following:Employee Liabilities; (i) all Liabilities arising as a result of any liability or obligation resulting from or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets)Legal Proceedings, any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising whether initiated prior to or following the Closing with respect Date, to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect extent related to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant including any actions for breach of contract, product liability, any tort actions or any Legal Proceeding scheduled or required to be scheduled on Section 5.11 of the Disclosure Schedules; (j) all Liabilities arising under any Indebtedness of any Seller Entity or any obligations or Liabilities to equity holders of any Seller Entity; (k) all Liabilities with respect to any costs, fees and expenses (including all legal, accounting, financial advisory, valuation, investment banking and other third party advisory or consulting fees and expenses) incurred by or on behalf of any Seller Entity in connection with or arising from the Bankruptcy Case or the transactions contemplated by this Agreement, the Merger Agreement Ancillary Agreements and each other agreement, document or instrument contemplated hereby or thereby (the Purchase “Bankruptcy Expenses”); (l) all Liabilities: (i) existing prior to the filing of the Bankruptcy Case that are subject to compromise under the Bankruptcy Case, other than the Cure Costs with respect to any Purchased Contracts; and Separation Agreement (including ii) to the Reorganization as defined therein); provided that Transfer Taxes extent not otherwise expressly assumed pursuant to Section 2.3, incurred subsequent to the filing of the Bankruptcy Case and prior to the Closing; (m) all Liabilities relating to any theories of law or equity involving successors or transferees; (n) all Liabilities and obligations of any Seller Entity under this Agreement, the Ancillary Agreements and each other agreement, document or instrument contemplated hereby or thereby or any Contract entered into in connection herewith or therewith; (o) all Liability, warranty and similar claims for damages, illness or injury to person or property and all other Liabilities, regardless of when made or asserted, to the extent arising out of or incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, Business or the use, non-use ownership or ownership (whether by leasehold or fee) operation of the Purchased Assets, on or before the Closing Date; (p) all Liabilities for the gross negligence or willful misconduct of any Seller or their Affiliates, regardless of when made or asserted, to the extent arising out of or incurred in connection with the conduct of the Business or the ownership or operation of the FacilitiesPurchased Assets, in each case under this clause on or before the Closing Date; (vi)q) all Liabilities for any fines or penalties or criminal actions imposed by any Governmental Body, only regardless of when made or asserted, to the extent such other liabilities and obligations arise duringarising out of or incurred in connection with the conduct of the Business or the ownership or operation of the Purchased Assets, accrue duringon or before the Closing Date; and (r) all Liabilities for the nonpayment or mispayments of any Working Interest, Net Revenue Interest or are Lease Burdens, regardless of when made or asserted, to the extent attributable to the period periods prior to the Closing or as of the ClosingDate.

Excluded Liabilities. Notwithstanding any provision in this Agreement Such sale shall be made free and clear of, and the Seller shall remain liable for, all liabilities, obligations and encumbrances, business, legal or any other writing to other, whether incurred or accrued as of the contraryEffective Time or thereafter, Buyer is assuming only whether known or unknown (collectively, the "Excluded Liabilities"), except the Assumed Liabilities that are being assigned and is not assuming any other liability or obligation transferred to the Buyer as contemplated by Section 1.4 hereof and except as otherwise provided in Sections 9.4, 9.5 and 9.6 of any Seller of whatever nature (fixed or contingent, known or unknown), whether presently in existence or arising hereafterthis Agreement. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of Notwithstanding anything to the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03)contrary contained herein, Excluded Liabilities include shall include, without limitation, every liability of the followingSeller other than the Assumed Liabilities, including: (ia) any liability or obligation resulting from or arising out of the conduct or relating to products of the supermarket business of Seller to the Sellers (including extent manufactured or sold prior to the operation of pharmacy counters in supermarkets), any other business of the Sellers Effective Time other than to the Standalone Drug Business, or any Excluded Assetextent assumed under Section 1.4; (iib) all amounts allocated certain obligations for customer rebates committed to Sellers under either orally or in writing by the Seller with respect to invoices for sales of equipment, products and services dated prior to the Effective Time in accordance with Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.029.4(a) hereof; (iiic) all accounts payable arising prior certain liabilities to Closing with respect customers related to the Standalone Drug Business or incurred by the Purchased AssetsSeller under written warranty agreements in accordance with Section 9.4(b) hereof; (ivd) any liability of the Seller arising out of Non-warranty Returns of products authorized either orally or in writing by the Seller prior to the Effective Time in accordance with Section 9.5 hereof; (e) any liability under any Assigned Contract that arises prior to the Effective Time or that arises after the Effective Time but that arises out of or relates to any breach that occurred prior to the Effective Time; (f) any liability for taxes, including (A) any liability or obligation for Taxes with respect to taxes arising as a result of the Standalone Drug Seller's operation of the Business or ownership of the Purchased Assets related prior to a Pre-Closing Tax Period, the Effective Time and (B) any liability or obligation for Taxes taxes that will arise as a result of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer sale of the Purchased Assets pursuant to this Agreement and Apportioned Obligations other than stamp duty which shall be allocated and paid in the manner set forth accordance with Section 11.1 and VAT which shall be paid in accordance with Section 8.02 hereof13; (v) all liabilities and obligations relating to or arising with respect to (Ag) any Employeeliability under any contract not assumed by the Buyer under Section 1.4, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than including any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of or relating to the conduct Seller's credit facilities or any security interest related thereto; (h) any liability under any Environmental Law (as defined in Section 3.23 hereof) arising out of the Standalone Drug Business, the use, non-use or ownership relating to: (whether by leasehold or feea) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only Business by the Seller prior to the extent Closing Date; or (b) the Seller's or Aquabind's leasing, ownership or operation of the Properties (as defined in Section 3.6(a)) prior to either the Closing Date or the occupation by the Buyer of the Properties (whichever is the later); or (c) such actual liability as may be disclosed by a Phase 1a Assessment ("the First Audit") of the Properties to be carried out in accordance with Section 8 of Annex C of version 2 of the Environment Agency Guide for IPC Applicants dated December 2000 ("the report guidance") immediately after the Closing Date and which can be identified as having arisen prior to the Buyer's occupation and use of the Properties; or (d) any other liabilities liability not disclosed by the First Audit and obligations arise duringnot the liability of the Buyer pursuant to Section 15.1 which becomes apparent during or after the occupation by the Buyer of the Properties (as defined in Section 3.6(a)); (i) any liability arising out of or relating to the Seller's closing and/or vacating of any plant, accrue duringfactory, facility, office or other physical structure operated by the Seller in connection with the Business that is not being leased by, or are attributable whose lease is otherwise not being assumed by, the Buyer; (j) any liability of the Seller to any shareholder of the period prior Seller or any related person or entity of the Seller or any shareholder of the Seller; (k) any liability to Closing indemnify, reimburse or advance amounts to any officer, director, employee or agent of the Seller; (l) any liability to distribute to any of the Seller's shareholders or otherwise apply all or any part of the consideration received hereunder; (m) any liability arising out of any proceeding, action or suit pending as of the ClosingEffective Time; (n) any liability arising out of any proceeding, action or suit commenced after the Effective Time and arising out of or relating to any occurrence or event happening prior to the Effective Time; (o) any liability arising out of or resulting from the Seller's compliance or noncompliance with any law, ordinance, principle of common law, regulation or treaty or any order, injunction, judgment, decree, ruling or assessment or arbitration award of any governmental body or authority; (p) any liability of the Seller under this Agreement or any other document executed in connection with the transactions contemplated hereby and thereby; (q) except as otherwise specifically provided herein, any liability of the Seller for the action or omission of the Seller, its employees or agents in connection with services related to the Business performed by the Seller, its employees or agents prior to the Effective Time; (r) subject to the provisions of paragraph 9 of Schedule 14 any liability arising out of or resulting from the fact that the Seller's Scheme (as defined in Schedule 14) is not fully funded at the Effective Time and any liability for a share of any debt on the employer that occurs in relation to the Seller's Scheme (as defined in Schedule 14) if the winding up process is commenced in relation to the Seller's Scheme prior to the Payment Date (as defined in Schedule 14); (s) any liability relating to the Excluded Business; (t) any liability relating to a leasing agreement for the car used by ▇▇▇▇▇ ▇▇▇▇▇▇; (u) any liability relating to any agreement between the Seller and any affiliate of the Seller or the Guarantor including distributorship agreements and inter-company accounts payable; The Seller shall indemnify and hold harmless the Buyer, and its shareholders, officers and directors in accordance with Section 8 hereof from and against all Excluded Liabilities.

Excluded Liabilities. Notwithstanding any provision Except as set forth in this Agreement Section 1.1(c) or any other writing express provision of this Agreement, Buyer shall not assume or otherwise become obligated pursuant to this Agreement to pay when due, perform or discharge any debts, claims, liabilities, obligations, damages or expenses of Seller (whether known or unknown, contingent or absolute, or arising before, on or after the Closing Date), including, without limitation, any (i) liability for Taxes (other than Taxes that are otherwise expressly attributed to or assumed by Buyer pursuant to this Agreement); (ii) obligations under Contracts of Seller not constituting Assumed Contracts; (iii) payment of any amounts pursuant to retention, stay bonus or similar agreements entered into prior to the contraryClosing by Seller in connection with or related to the transactions contemplated by this Agreement; (iv) obligations of Seller incurred in connection with Seller’s operation of business activities other than the Business; (v) obligations related to intellectual property infringement claims known to Seller prior to the Closing Date; (vi) obligations with respect to being a member or part of Seller’s control group or affiliated group, Buyer is assuming only or by virtue of being owned or controlled by Seller, under ERISA, or with respect to discrimination, wrongful termination or other employee claims the Assumed Liabilities and is not assuming underlying facts of which relate to the pre-Closing period; (vii) obligations with respect to formerly leased or owned real properties; (viii) obligations with respect to offsite disposal of hazardous substances; (ix) any other liability or obligation of Seller arising out of or relating to the execution and delivery of this Agreement, including any Seller claim for payment of whatever nature fees and/or expenses as a broker or finder in connection with the origination, negotiation, execution or consummation of this Agreement based upon any alleged agreement between the claimant and Seller; (fixed x) any of Seller’s liabilities or contingentobligations for indebtedness other than Assumed Liabilities; (xi) any liability or obligation relating to any Excluded Asset; (xii) any accrued expenses (to the extent not included in the definition of Accounts Payable); and (xiii) obligations with respect to any Actions pending or threatened prior to the Closing Date (collectively, known or unknown), whether presently in existence or arising hereafter. All such other liabilities and obligations shall be retained by and remain obligations and liabilities of the Sellers (all such liabilities and obligations not being assumed being herein referred to as the “Excluded Liabilities”). For the avoidance of doubt (but without overriding the Assumed Liabilities in Section 1.03), Excluded Liabilities include the following: (i) any liability or obligation resulting from or arising out of the conduct of the supermarket business of the Sellers (including the operation of pharmacy counters in supermarkets), any other business of the Sellers other than the Standalone Drug Business, or any Excluded Asset; (ii) all amounts allocated to Sellers under Section 1.08 and all Apportioned Obligations and Transfer Taxes allocated to Sellers pursuant to Section 8.02; (iii) all accounts payable arising prior to Closing with respect to the Standalone Drug Business or the Purchased Assets; (iv) (A) any liability or obligation for Taxes with respect to the Standalone Drug Business or the Purchased Assets related to a Pre-Closing Tax Period, and (B) any liability or obligation for Taxes of any Seller, or any member of any consolidated, affiliated, combined or unitary group of which any Seller is or has been a member, for Taxes (if any) attributable to the transactions, occurring on or prior to the Closing Date, pursuant to this Agreement, the Merger Agreement or the Purchase and Separation Agreement (including the Reorganization as defined therein); provided that Transfer Taxes incurred in connection with the transfer of the Purchased Assets pursuant to this Agreement and Apportioned Obligations shall be allocated and paid in the manner set forth in Section 8.02 hereof; (v) all liabilities and obligations relating to or arising with respect to (A) any Employee, that arise, exist, accrue or are attributable to the period as of or prior to Closing, other than any liability or obligation expressly assumed by Buyer pursuant to Article 9, or (B) any employee of any Seller or any of its Affiliates who is not an Employee; and (vi) all other liabilities and obligations (other than any Assumed Liabilities) of any kind, fixed or contingent, known or unknown, resulting from or arising out of the conduct of the Standalone Drug Business, the use, non-use or ownership (whether by leasehold or fee) of the Purchased Assets, or the operation of the Facilities, in each case under this clause (vi), only to the extent such other liabilities and obligations arise during, accrue during, or are attributable to the period prior to Closing or as of the Closing.