Common use of Excluded Liabilities Clause in Contracts

Excluded Liabilities. The Buyer shall not assume or be obligated to pay, perform or otherwise discharge the following liabilities or obligations: (i) any liabilities or obligations of the Seller in respect of any Excluded Assets or other assets of the Seller which are not Assets; (ii) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (vii) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilities."

Excluded Liabilities. The Buyer only Liabilities which Purchaser shall assume and to which the Purchased Assets shall be subject are the Assumed Liabilities and all other Liabilities shall be retained by Seller. For the avoidance of doubt, the Liabilities listed below are excluded and shall not assume be assumed or discharged by Purchaser or its Affiliates and instead shall be obligated to pay, perform or otherwise discharge the following liabilities or obligationsretained by Seller: (ia) any liabilities All Liabilities arising out of or obligations of relating to the Seller in respect of any Excluded Assets or other assets of the Seller which are not Assets; (iib) any liabilities All Liabilities for Transfer Taxes imposed or obligations in respect assessed as a result of Taxes for which the Seller is liable transactions effected pursuant to Section 7.8this Agreement; (iiic) All Liabilities of Seller with respect to any liabilities, obligations, or responsibilities indebtedness for borrowed money; (d) All Liabilities of Seller relating to the disposal, storage, transportation, discharge, Release claims for overcharges made or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred billed prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (ive) Any Liabilities or obligations of Seller under any liabilities, Contract related to breaches by Seller of its obligations or responsibilities relating thereunder occurring prior to the Easements Closing Date; (f) All Liabilities of Seller or its Affiliates for indemnification of, or advancement of expenses or payment of insurance proceeds to, any present or former director or officer of (or other persons serving in a fiduciary capacity at the request of) of Seller or its Affiliates based upon an actual or alleged breach of fiduciary duty of such person prior to the Closing Date; (g) All Liabilities of Seller or its Affiliates arising out of matters occurring, or obligations incurred, after the Closing Date; (h) All Liabilities of Seller for any professional, financial advisory or consulting fees and expenses incident to, or arising out of, the negotiation, preparation, approval or authorization of this Agreement or the transactions contemplated hereby or any other proposed transaction for the direct or indirect sale of the Transferred Business or any portion thereof or any Purchased Assets, including, without limitation, liabilities related to the disposalfees, discharge or Release expenses and disbursements of Hazardous SubstancesSeller’s counsel, whether such liabilitiesaccountants, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliatesauditors and financial advisors; (vi) any liabilities All Liabilities arising out of, resulting from or obligations which are relating to claims, whether founded upon negligence, strict liability in tort or would be required other similar legal theory, seeking compensation for or relating to be accrued by the Seller on a balance sheet injury to person or damage to property arising out of the Seller as conduct of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities Transferred Business or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Purchased Assets prior to the Closing Date; (viij) All Liabilities relating to any liabilities Environmental Law or obligations the presence of, or exposure to, any Hazardous Substance arising out of the Seller ownership or any ERISA Affiliate operation of the Seller under Purchased Assets or the Transferred Businesses prior to the Closing Date regardless of whether such Liabilities arise before or after the Closing Date and including any Benefit Plan of circumstances or conditions that arise before the Seller or any ERISA Affiliate of Closing Date and continue through the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amendedClosing Date; (viiik) any liabilities All Liabilities arising from the ownership or obligations associated with operation of assets or businesses other than the Response Actions required to be performed by Seller under Section 7.12 Purchased Assets and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewiththe Transferred Business; (ixl) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any Any payment obligations of the Seller for goods delivered or services rendered (other than the Trade Accounts Payable); (m) All Liabilities with respect to any Persons at any time employed by Seller or its Affiliates in connection with the operation or ownership of the Transferred Business or the Purchased Assets, including, without limitation, all liabilities for severance pay, accrued vacation, personal time off and sick pay, whether known or unknown, fixed or contingent, which arise out of events occurring prior to employment of any of such Persons, if at all, by Purchaser; (n) All Liabilities arising from the ownership or operation of the Transferred Business or the Purchased Assets prior to the Closing other than such obligations with respect to payment Date (including, without limitation, Liabilities for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the ClosingTaxes, but excluding Assumed Liabilities); (xiio) All Liabilities arising out of Seller’s failure or alleged failure to comply with any liabilities law, statute or obligations imposed uponorder, assumed or retained by the Seller with any rule, regulation or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision policy of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the ClosingGovernmental Authority; and (xvp) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilities."Liabilities described in Annex C.

Excluded Liabilities. The Buyer Notwithstanding anything to the contrary contained herein, Sellers shall retain and not assign, and Purchasers shall not assume assume, any debts, obligations or liabilities of Sellers not expressly assumed pursuant to Section 2.1(c) hereof (the “Excluded Liabilities”). The Sellers shall continue to be obligated to pay, perform or otherwise and discharge the following liabilities or obligationsExcluded Liabilities, and the Sellers and the Stockholders shall hold Purchasers and JAKKS and their respective Affiliates harmless from such Excluded Liabilities. Notwithstanding anything to the contrary contained herein, the Excluded Liabilities shall include, without limitation: (i) any liabilities or obligations All current and long-term debt of Sellers existing as of the Seller Closing that is not otherwise discharged at Closing pursuant to the closing payments described in respect of any Excluded Assets or other assets of the Seller which are not AssetsSection 2.2 hereof; (ii) All costs and expenses (other than license transfer fees) incurred by Sellers in connection with obtaining the approval of any liabilities or obligations Person to the assignment of the Included Contracts; provided that the Sellers shall incur no liability in respect connection with obtaining approvals of Taxes for which the Seller Persons listed on Schedule 8.3 except to the extent that the amount payable in such connection is liable pursuant to Section 7.8included in the Cash Component; (iii) any liabilitiesExcept as is provided in Section 2.1(c)(i)(G) and (H) and Section 2.1(c)(ii)(G) and (H), obligations, all general liability for claims arising out of actions or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred omissions prior to the Closing DateEffective Time, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, any liabilities related arising from or relating to audits conducted pursuant to the disposal, discharge or Release terms of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior any Included Contract with respect to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets periods prior to the Closing Date; (viiiv) All obligations or liabilities (including liabilities under ERISA or COBRA), in respect of any employee pension or benefit plan or program (including any Employee Plan) except as such obligations and liabilities or obligations of pertain to the Seller or any ERISA Affiliate of Included Contracts and relate to periods following the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amendedEffective Time; (viiiv) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 All liability for property Taxes, Utilities, rents and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller other payments due in connection therewithwith Sellers’ Real Property, in each case relating to periods prior to the Effective Time, except to the extent allocable to JAKKS US or JAKKS HK pursuant to Section 2.3; (ixvi) any liability of Any environmental liabilities, conditions or obligations that arise from the Seller arising out of a breach by the Seller disposal or release of any of its obligations under this Agreement Hazardous Materials on, at or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending underlying Sellers’ Real Property prior to the Closing; Effective Time or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, any other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) real property that any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates directly or indirectly owns, leases or occupies or in respect of which such Person has any interest or contingent interest; (vii) All obligations or liabilities in respect of any employees, consultants, agents, contractors or advisors pursuant to any Related Agreement; (xiii) any liabilities oral or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or written consulting, employment, agency, independent contractor, change in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxescontrol, severance pay, transition payments in respect of compensation or similar benefits accruing agreement or arising prior arrangement, accrued sick leave or paid-time off obligations, except as such obligations and liabilities pertain to the Closing under any term or provision of any contract, instrument or agreement relating Included Contracts and relate to any of periods following the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the ClosingEffective Time; and (xvviii) any liabilities Any liability for Taxes, whether or obligations not accrued, assessed or currently due and payable, of the Seller arising from Stockholders or Sellers, whether or not related to the breach by ownership or use of the Seller Assets for the purposes of or so accruing, being asserted, or becoming due in respect of or in connection with the CDI Business, for any Tax period (or portion thereof) ending on or prior to the Closing of Date, including any term or provision of any contract, instrument or agreement relating to any liability of the Assets. All such liabilities and obligations not being assumed Stockholders or Sellers as members of an Affiliated Group pursuant Treasury Regulation §1502-6(a) of the Code, except to the extent allocable to Purchasers pursuant to Section 2.4 are herein called the "Excluded Liabilities2.3 below."

Excluded Liabilities. The Notwithstanding anything to the contrary herein contained, Buyer shall not assume or be obligated to pay, perform or otherwise discharge the following any liabilities or obligations: (i) any of Seller other than as expressly set forth in Section 3.04 hereof. Any liabilities or obligations of Seller not specifically assumed by Buyer hereunder shall continue to be the liabilities and obligations of Seller and Seller shall indemnify and hold harmless Buyer from and against all such liabilities and obligations. The liabilities and obligations of Seller not assumed by Buyer hereunder include the following: (a) Liabilities or obligations of Seller arising out of the indemnification agreements contained in Article 7 hereof; (b) Any claim, liability or obligation, known or unknown, whether absolute, contingent or otherwise, the existence of which is a breach of any representation, warranty or covenant of Seller set forth in this Agreement; (c) Liabilities or obligations of Seller arising prior to, on or after the Closing; (d) Liabilities or obligations of Seller arising out of this Agreement or the transactions contemplated hereby or incurred in respect of any Excluded Assets or other assets of transaction occurring after the Seller which are not AssetsClosing; (iie) Liabilities for all Taxes whatsoever, whether income, gross receipts, property, sales, use, franchise or any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8;other taxes whatsoever, including taxes, if any, attributable to (iiif) Liabilities for breach of representations or warranties to any liabilitiesperson and liabilities arising out of product liability, negligence or willful misconduct claims; and (g) Liabilities, claims, obligations, judgments, orders, duties or responsibilities relating to the disposal, storage, transportation, discharge, Release of any kind or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substancesnature whatsoever, whether such liabilitiesarising before, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to on or after the Closing Date, unless caused by the Buyer's activitiesrelating to amounts payable to current or former employees or independent contractors or agents of Seller as salary, operations bonus or equipment other compensation or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) benefits and with respect to any liabilities or obligations employee plans which are now or would be ever have been maintained, contributed to or required to be accrued by contributed to for the benefit of any employee. Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any covenants and agrees to pay all liabilities or obligations relating and to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (vii) any liabilities or fulfill all obligations of Seller not assumed by Buyer hereunder as and when the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller includingsame become due, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed except those being contested in good faith by Seller under Section 7.12 appropriate proceedings and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would adequate reserves have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilitiesestablished."

Excluded Liabilities. The Notwithstanding anything to the contrary -------------------- contained in this Agreement, Buyer shall will not assume or be obligated to payliable for and Seller will retain and remain responsible for all of Seller's debts, perform or otherwise discharge the following liabilities or obligations: (i) any liabilities or and obligations of any nature whatsoever, other than the Seller in respect of any Excluded Assumed Liabilities, whether accrued, absolute or contingent, whether known or unknown, whether due or to become due and whether related to the Business and the Purchased Assets or other assets otherwise, and regardless of when asserted (the Seller which are not Assets; (ii) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities"Excluded Liabilities"), obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, the following liabilities related or obligations of Seller (none of which will constitute Assumed Liabilities): (a) All of Seller's liabilities or obligations under this Agreement or under any other agreement between Seller on the one hand and Buyer on the other hand entered into on or after the date of this Agreement. (b) All liabilities and obligations of Seller for Taxes which are imposed on or measured by income, for any period, and all of Seller's liabilities or obligations with respect to any non-income Taxes not specifically accrued on the disposalbalance sheet for the Business included in the Most Recent Financial Statements. (c) All of Seller's liabilities or obligations arising out of or in connection with the breach of any contract or agreement included in the Purchased Assets, discharge other than for such amounts as are adequately and properly reserved for in the balance sheet included as part of the Most Recent Financial Statements. (d) All of Seller's liabilities or Release of Hazardous Substancesobligations for expenses, whether such liabilities, obligations Taxes or responsibilities arose from the ownership or operation of said property, equipment or machinery prior fees incident to or after arising out of the negotiation, preparation, approval, or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby, including all attorneys' and accountants' fees, brokerage fees, consultants' fees and finders' fees, and sales, bulk sales and transfer taxes which are Seller's responsibility hereunder. (e) Seller's obligations and liabilities for the period up to and including the Closing Date and thereafter which relate to any employee plans (as described in Section 3.14) (including unfunded pension plan liabilities and ------------ retiree health benefits); (f) All of Seller's liabilities or obligations against which Seller is insured or otherwise contractually indemnified by a Person other than Buyer. (g) Any liability or obligation under COBRA to any person covered by Seller's health plans or any Employee who ceases to be employed by Seller on or before the Closing Date, unless caused or who is not employed by Buyer on the Buyer's activitiesClosing Date, operations and any liability or equipment obligation under COBRA to any family member of such person or such activities, operations or equipment of Buyer's contractors, agents or affiliates;Employee. (vh) Any liability or obligation for Funded Indebtedness or any liabilities other liability or obligations which are obligation of Seller that does not relate to, or would be required arise from, the Business and the Purchased Assets. (i) Any liability or obligation pertaining to be accrued any discontinued operation owned or operated by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate and related to the ownership or operation Business as it was operated by the Seller of the Assets prior to the Closing Date;Business. (viij) any liabilities Any liability or obligations of obligation that relates to, or arises from, the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller Excluded Assets, including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended;Hardware/Software Business. (viiik) any liabilities All leases and interests, options or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than rights with respect to the liabilities Real Property. All Real Property is identified as leased and described on the Leases Schedule attached hereto. A separate Side Letter Agreement between the --------------- Company and Buyer, in Sections 2.3(v) and (vi);substantially the form attached hereto as Exhibit I, sets --------- forth the disposition of rights to the Company Office Lease. (xil) Any liability or obligation for any payment obligations of the Seller for goods delivered litigation, claims or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included proceedings pending or threatened in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by writing against the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller Business arising from the breach by Seller's actions or conduct of the Seller Business on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded LiabilitiesDate."

Excluded Liabilities. The EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER DOES NOT ASSUME AND SHALL NOT BE LIABLE FOR ANY OF THE DEBTS, OBLIGATIONS OR LIABILITIES OF SELLER, SELLER'S BUSINESS, ANY STOCKHOLDER OR ANY AFFILIATE OF SELLER, WHENEVER ARISING AND OF WHATEVER TYPE OR NATURE. In particular, but without limiting the foregoing, Buyer shall not assume assume, and shall not be deemed by anything contained in this Agreement (other than Section 1.5 - Assumed Liabilities) to have assumed and shall not be liable for any debts, obligations or be obligated to payliabilities of Seller or Seller's Business whether known or unknown, perform contingent, absolute or otherwise discharge (the following liabilities or obligations: (i) any liabilities or obligations "Excluded Liabilities). Without limitation of the foregoing, the Excluded Liabilities shall include debts, liabilities and obligations: (a) under any real estate lease or any contract or agreement to which Seller is a party or by which Seller or Seller's Business is bound that has not been listed as an Assigned Contract on Exhibit D hereof or any personal property lease by which Seller or Seller's Business is bound that has not been listed as an Assigned Personal Property Lease on Exhibit n hereof; (b) with respect to any Assigned Contract or Assigned Personal Property Lease, arising from the period prior to the Closing Date; (c) for any employee pension plan or any retirement obligations; (d) for any obligation for taxes; (e) for any liability fur local or slate sales, use or transfer tax and taxes that may be imposed upon the sale or assignment of the Acquired Assets pursuant to this Agreement, regardless of when such obligations may become known and due; (f) for any damages or injuries to persons or property or for any tort or strict liability arising from events, actions or inactions in respect Seller's Business or the operation of Seller's Business prior to the Closing Date: (g) arising out of any Excluded Assets or other assets of the Seller which are not Assets; (ii) any liabilities or obligations in litigation arising with respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred period prior to the Closing Date, provided that "off-site location" does whether or not include any location contaminated by Hazardous Substances migrating from threatened or to the Assets; (iv) any liabilities, obligations pending on or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after before the Closing Date, unless caused ; (h) incurred by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (vii) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the ClosingBusiness for borrowed money; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xii) for any payment obligations accounts payable of the Seller. The intent and objective of Buyer and Seller is that, except for goods delivered or services rendered prior liabilities explicitly assumed by Buyer hereunder, Buyer does not assume, and no transferee liability shall attach to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed uponBuyer pertaining to, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilities."

Excluded Liabilities. The liabilities and obligations of Seller or any other member of the BP Group assumed by Buyer pursuant to Section 2.5 shall not assume or be obligated to pay, perform or otherwise discharge include the following liabilities or obligationsfollowing: (ia) any liabilities liability or obligations obligation of Seller or any other member of the Seller BP Group in respect of any Excluded Assets Taxes which may be or other assets may become payable solely by reason of the Seller which are not Assetssale of the Shares to Buyer hereunder; (iib) any liability or obligation in respect of Taxes of any of the Rangeland Companies in respect of, or accruing within, the taxable periods ending on or before the Closing Date, save and except for any Taxes included as a Current Liability in determining the Working Capital Amount pursuant to Section 2.4; (c) liabilities or obligations in respect of Taxes indebtedness for which the borrowed money of Seller is liable pursuant to Section 7.8or its Affiliates; (iiid) liabilities or obligations of Seller or any other member of the BP Group with respect to salaries, benefits and other costs pertaining to (i) the Employees arising or accruing prior to the Working Capital Date, and (ii) Employees who do not become Transferred Employees arising or accruing at or after the Working Capital Date; (e) any liabilities, obligations, accounts payable owed by Seller or responsibilities relating any other member of the BP Group to any of the Rangeland Companies that was included as a Current Asset of the applicable Rangeland Company in determining the Working Capital Amount; (f) to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred extent attributable primarily to periods ending prior to the Closing Date, all liabilities or obligations with respect to personal injury or wrongful death claims relating to the pre-Closing operation of the Rangeland Pipeline Business, provided that "off-site location" does this clause shall not be deemed to include any location contaminated by Hazardous Substances migrating from liability or to the Assetsobligation for property damage; (ivg) any liabilities, obligations responsibility for the payment of any criminal sanctions and statutory fines or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose penalties imposed at any time arising from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets Rangeland Business Unit prior to the Closing Date; (viih) any liabilities or obligations, including those arising under HSE Laws, relating to the offsite burial or disposal of Hazardous Substances to the extent attributable to periods ending prior to the Closing Date, except for such liabilities or obligations of the Seller (or any ERISA Affiliate of increase in such liabilities or obligations) arising due to a change in Applicable Laws with respect to such matters occurring after the Seller under date hereof; (i) any Benefit Plan of the Seller liabilities or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller includingobligations, without limitation, excluding any liabilities or obligations under that pertain to Environmental Liabilities or Environmental Matters (unless otherwise included in Section 2.6(f)), relating to any litigation commenced or, to the Consolidated Omnibus Reconciliation Act knowledge of 1985Seller, as amended; (viii) threatened prior to the date hereof with respect to the pre-Closing operation of the Rangeland Business Unit, to the extent attributable to periods ending prior to the Closing Date, including any litigation by employees and any liabilities or obligations associated with relating to the Response Actions required to be performed proceeding initiated by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller ▇▇▇▇▇▇▇▇ Oil Corporation in connection therewith;the United States Federal Energy Regulatory Commission against certain members of the BP Group (Docket Number OR02-6-000); and (ixj) any liability of the Seller arising out of a breach by the Seller of any of its and all liabilities and obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations Excluded Assets; (collectively, the “Excluded Liabilities”); provided that Buyer shall provide Seller with respect reasonable access to payment for capital improvements (and permission to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior take copies of) all records and reasonable access to the Closing; and (xv) any liabilities or obligations all relevant personnel of the Seller arising from Rangeland Business Unit in connection with the breach by the Seller on or prior to the Closing defence of any term such matters or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilitiesclaims."

Excluded Liabilities. The (a) Seller shall be responsible for and shall discharge and perform in accordance with their respective terms all of the Liabilities, obligations and undertakings of Seller not assumed by Buyer shall pursuant to SECTION 2.03 hereof including, but not assume or be obligated limited to pay, perform or otherwise discharge the following liabilities or obligations: (i) any liabilities or obligations Liabilities that did not arise in the ordinary course of business consistent with past practice from the Seller in respect of any Excluded Assets or other assets of Interim Balance Sheet Date to the Seller which are not Assets; Closing Date; (ii) any obligations or liabilities of Seller or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; UIC arising under this Agreement; (iii) any liabilitiesobligation of Seller or UIC for federal, obligationsstate or local income tax liability and subject to SECTION 2.07, or responsibilities relating sales and use taxes (including interest and penalties) arising from the operations of Seller up to the disposalClosing Date or arising out of the sale by Seller of the Purchased Assets pursuant hereto; (iv) any obligation of Seller or UIC for expenses incurred in connection with the sale of the Purchased Assets pursuant hereto, storage, transportation, discharge, Release including any prepayment penalties or recycling, by other charges or for expenses payable in connection with the repayment of any Indebtedness which is an Assumed Liability; (v) any Liability (including presently existing contingent unfunded liability) arising under any multiemployer pension or benefit plans prior to the Closing; (vi) any Liability other than Assumed Intercompany Liabilities (including presently existing contingent unfunded Liability) to Seller, UIC or any Affiliate of Hazardous Substances at any off-site locationeither of them; (vii) Seller Commitments other than the Assumed Contracts; (viii) Liabilities under Environmental Laws that arise out of acts, which occurred omissions or conditions occurring prior to the Closing Date, provided that ; (ix) the SEPTA Contract; or (x) any Liability under the Worker Adjustment and Retraining Notification Act arising out of the transaction contemplated hereby (the "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets;Excluded Liabilities"); or (ivb) Other than as set forth above in SECTION 2.03, Seller shall retain, and Buyer shall not assume, and nothing contained in this Agreement shall be construed as an assumption by Buyer of, any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release undertakings of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (vii) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement nature whatsoever, whether accrued, absolute, fixed or any Related Agreement contingent, known or Seller's Agreement; (x) any fines unknown, due or penalties imposed by governmental agencies resulting from an investigation to become due, unliquidated or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilitiesotherwise."

Excluded Liabilities. The Buyer Notwithstanding any provision in this Agreement, Purchaser or Purchaser Subsidiary, as applicable, is assuming only the Assumed Liabilities and is not assuming any other Liability of Seller, Seller Subsidiary or any of either of their Affiliates whether or not arising out of the ownership and operation of the Purchased Assets or the Business (all Liabilities of Seller, Seller Subsidiary and either of their Affiliates not expressly assumed by Purchaser or Purchaser Subsidiary shall not assume be retained by Seller, Seller Subsidiary and their Affiliates and are referred to as the “Excluded Liabilities”). Without limiting the generality of the preceding sentence, the Excluded Liabilities include: (a) all Liabilities relating to the operations of Seller or be obligated Seller Subsidiary or the Business, except as set forth in Section 1.2; (b) all Liabilities related to payany accounts payable or any indebtedness of Seller or Seller Subsidiary, perform except those Liabilities first arising after the Effective Time under the Assumed Contracts; (c) all Liabilities relating to any products manufactured or otherwise discharge licensed by Seller or Seller Subsidiary prior to the following Effective Time, including warranty obligations and product liabilities and intellectual property indemnities irrespective of the legal theory asserted; (d) all Liabilities related to any Assumed Contract that arise prior to the Effective Time; (e) all Liabilities related to any Assumed Contract that arise subsequent to the Effective Time but that arise out of or obligations:relate to any breach that occurred prior to the Effective Time; (f) all Liabilities with respect to Taxes relating to the Business, the Seller or Seller Subsidiary; (g) subject to Purchaser’s limited obligation pursuant to Section 10.1, all Liabilities with respect to Taxes arising out of or relating to the sale of the Purchased Assets or assumption of the Assumed Liabilities; (h) all Liabilities with respect to Taxes relating to the ownership or use of the Purchased Assets prior to the Effective Time; (i) all Liabilities, obligations and commitments relating to any liabilities or obligations of the Seller in respect of any Excluded Assets or other assets of the Seller which are not AssetsEnvironmental Claim; (iij) all Liabilities relating to any liabilities employee benefits or obligations in respect employee plans provided to any employee or consultant of Taxes for which the Seller is liable pursuant to Section 7.8or Seller Subsidiary; (iiik) any liabilities, obligations, or responsibilities all Liabilities relating to the disposalemployment, storage, transportation, discharge, Release severance or recycling, by termination agreements with any employee or for the Seller, consultant of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from Seller or to the AssetsSeller Subsidiary; (ivl) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations all Liabilities relating to any personal injury, discrimination, wrongful discharge, unfair labor practice violation of law by Seller or similar claim Seller Subsidiary or cause of action, which relate to the ownership any litigation against Seller or operation by the Seller of the Assets prior to the Closing Date;Subsidiary; and (viim) any liabilities all Liabilities relating to brokers fees or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than success fees with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded LiabilitiesTransaction."

Excluded Liabilities. The Sellers and Buyer expressly understand and agree that Buyer does not and shall not assume or be obligated become liable for any liabilities, obligations or commitments of the Sellers, whether relating to pay, perform or arising out of the operation of the Business or the ownership of the Assets on or prior to the Closing Date or otherwise discharge and regardless when asserted, other than the Assumed Liabilities. For purposes of this Agreement, the following liabilities or obligationsand obligations (the “Excluded Liabilities”) are expressly excluded from the Assumed Liabilities: (ia) any all liabilities or and obligations of to the Seller in respect of any extent they relate to the Excluded Assets or other assets of the Seller which are not Assets; (b) subject to Section 9.4 below, all liabilities for Taxes (as defined in Section 12.10 below) whether or not accrued, assessed or currently due and payable (i) of the Sellers, whether or not it relates to the Business, or (ii) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release operation or recycling, by ownership of the Business or the Assets for the Seller, of Hazardous Substances at any off-site location, which occurred Tax period (or portion thereof) ending on or prior to the Closing Date. All real property Taxes, provided personal property Taxes and similar ad valorem obligations levied with respect to the Assets for a Tax period that "off-site location" includes (but does not include any location contaminated by Hazardous Substances migrating from or end on) the Closing Date shall be included in the Actual Working Capital based on the most recent tax ▇▇▇▇ that the Sellers received and the number of days of such period included in the Tax period prior to the AssetsClosing Date and the number of days of such Tax period after the Closing Date (which period shall include the Closing Date) (and if the actual tax ▇▇▇▇ is greater, Monster Worldwide shall make a payment to Buyer of its additional liability for such tax); (ivc) any liabilities, all liabilities and obligations to the extent they do not relate to the Assets or responsibilities the Business; (d) all liabilities and obligations relating to any litigation set forth on Schedule 4.8 hereto (whether incurred before or after the Easements Closing); (e) all liabilities and obligations for “stay bonuses” to employees of the Sellers; (f) all liabilities of the Sellers or any entity that would be deemed a “single employer” with the Sellers under Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”), or Section 4001 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (each, an “ERISA Affiliate”), with respect to any “employee benefit plan” within the meaning of Section 3(3) of ERISA and any other employee benefit plan, program, arrangement or agreement established, maintained, sponsored or contributed to by the Sellers or any of their respective ERISA Affiliate (whether domestic or foreign), including, but not limited to (i) liabilities for complete and partial withdrawals under any “multiemployer plan” (as defined in section 3(37) of ERISA) pursuant to section 4203 or 4205 of ERISA, respectively; (ii) liabilities to the Pension Benefit Guaranty Corporation (including, without limitation, liabilities related to for premiums and terminations); (iii) liabilities under section 4980B of the disposal, discharge Code or Release Part 6 of Hazardous Substances, whether such liabilities, obligations Subtitle B of Title I of ERISA; (iv) liabilities arising under section 412 of the Code or responsibilities arose from the ownership or operation section 302(a)(2) of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliatesERISA; and (v) liabilities for any retiree medical benefits; (vg) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller except as of the Closing Date prepared provided in accordance with generally accepted accounting principles; (viSections 1.3(e) any liabilities or obligations relating to any personal injuryand 9.5, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (vii) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller Sellers or any of their respective ERISA Affiliates with respect to any current or former employee, director, shareholder, agent or independent contractor of the Sellers or any of their respective ERISA Affiliates arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any act, omission or event occurring, or circumstance, condition or state of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller facts existing, on or prior to the Closing of Date; and (h) except as provided in Sections 1.3(e) and 9.5, any term liability arising prior to or provision of at the Closing under any contractemployment, instrument severance, retention or termination agreement relating to between the Sellers or any of their ERISA Affiliates and employees of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded LiabilitiesSellers or any of their respective ERISA Affiliates."

Excluded Liabilities. The Buyer Except for the Assumed Liabilities, the Buyers shall not assume assume, and neither of the Buyers nor any of their Affiliates shall be deemed to have assumed, any other liabilities of the Applicable Sellers or be obligated to payany of their respective Affiliates (collectively, perform or otherwise discharge the following liabilities or obligations“Excluded Liabilities”). Excluded Liabilities shall include every liability of the Applicable Sellers other than the Assumed Liabilities, including the following: (ia) all liabilities and obligations arising under any liabilities or obligations of the Seller in respect of any Excluded Assets or other assets of the Seller which are not AssetsBenefit Plan; (iib) all liabilities arising out of termination by Sellers or their Affiliates of any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred Employee prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Phase II Closing Date; (viic) all liabilities and obligations for any liabilities income or obligations franchise Taxes that are imposed on the income or the gain realized by the Applicable Sellers on the sale of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required Purchased Assets pursuant to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (xd) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior all liabilities and obligations for (i) Taxes of the Applicable Sellers and their Affiliates relating to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, October Purchased Assets (other than with respect to the liabilities described in Sections 2.3(vOctober Transferred Loans) and (vi); (xi) any payment obligations of or the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments October Assumed Liabilities that accrue in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating that are attributable to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by taxable period or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller portion thereof ending on or prior to the October Closing Date, (ii) Taxes of the Applicable Sellers and their Affiliates related to the October Transferred Loans that accrue in respect of or that are attributable to any term taxable period or provision of any contractportion thereof ending before the October Cut-Off Time, instrument or agreement and (iii) Straddle Period Taxes relating to any of the Assets. All such October Purchased Assets for which the Sellers are liable pursuant to Section 6.11; (e) all liabilities and obligations not being assumed for (i) Taxes of the Applicable Sellers and their Affiliates relating to the Phase I Purchased Assets (other than the Phase I Transferred Loans) or the Phase I Assumed Liabilities that accrue in respect of or that are attributable to any taxable period or portion thereof ending on or prior to the Phase I Closing Date, (ii) Taxes of the Applicable Sellers and their Affiliates related to the Phase I Transferred Loans that accrue in respect of or that are attributable to any taxable period or portion thereof ending before the Phase I Cut-Off Time, and (iii) Straddle Period Taxes relating to the Phase I Purchased Assets for which the Sellers are liable pursuant to Section 2.4 6.11; (f) all liabilities and obligations for (i) Taxes of the Applicable Sellers and their Affiliates relating to the Phase II Purchased Assets (other than the Phase II Transferred Loans), the Transferred Employees or the Phase II Assumed Liabilities that accrue in respect of or that are herein called attributable to any taxable period or portion thereof ending on or prior to the "Excluded Phase II Closing Date, (ii) Taxes of the Applicable Sellers and their Affiliates related to the Phase II Transferred Loans that accrue in respect of or that are attributable to any taxable period or portion thereof ending before the Phase II Cut-Off Time, and (iii) Straddle Period Taxes relating to the Phase II Purchased Assets for which the Sellers are liable pursuant to Section 6.11; (g) Taxes of the Applicable Sellers and their Affiliates that do not relate to the Purchased Assets, the Transferred Employees or the Assumed Liabilities; (h) all liabilities to each Transferred Employee for accrued, unpaid and unused vacation, sick leave, and holiday entitlements existing as of such Transferred Employee’s Separation Date (as defined in the Transition Services Agreement); and (i) all liabilities of the Applicable Sellers relating to the Non-Transferred Loans."

Excluded Liabilities. The Buyer shall not assume or be obligated Notwithstanding any provision of this Agreement to paythe contrary, perform or otherwise discharge none of the following liabilities liabilities, unless they are included in the Assumed Liabilities, of the Sellers, the Acquired Subsidiaries or obligationsany Affiliate of the Sellers (collectively, the "Excluded Liabilities") shall be assumed by Buyer Purchasers: (i) any liabilities 2.4.1 Any liability to the extent that is not exclusively related to the Business or obligations of the Seller in respect of any Excluded Assets or other assets of the Seller which are not Purchased Assets; (ii) 2.4.2 Any liability related to any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Excluded Assets; (iv) 2.4.3 Any obligation arising under an Assigned Contract listed on Annex 2.4.3; 2.4.4 Any liability for any liabilities, obligations breach by any of the Sellers or responsibilities relating Acquired Subsidiaries of any Assigned Contract to the Easements including, without limitation, liabilities related extent such liability is attributable to a breach by Sellers or Acquired Subsidiaries of which the disposal, discharge Sellers and Acquired Subsidiaries shall have received written notice or Release of Hazardous Substances, whether such liabilities, obligations shall have knowledge on or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (vii) 2.4.5 Any liability for any liabilities Taxes incurred or obligations accruing prior to the Closing Date with respect to the Business, the Purchased Assets or the Employees other than payroll-related taxes accrued in the ordinary course of business and included in the Seller line items denominated "Accrued Compensation and Withholding" or any ERISA Affiliate of "Accounts Payable and Other Current Liabilities" on the Seller Closing Pro Forma Balance Sheet; 2.4.6 Any obligation under any Employment Agreement; 2.4.7 Except to the extent that the following liabilities are included on the line items denominated "Accrued Compensation and Withholding" "Accounts Payable and Other Current Liabilities" and "Accrued Expenses" set forth on the Closing Pro Forma Balance Sheet in accordance with Section 5.8, any liability: (a) for payments that were required to be made prior to the Closing Date to any Employees, (b) for payments to former employees, (c) under any retiree welfare or defined-benefit Benefit Plan of the Seller Sellers or any ERISA Affiliate the Acquired Subsidiaries, and (d) to Employees for stock options to non-U.S. Employees to the extent Sellers' grants of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required options to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or purchase Seller's Agreementcommon stock create any entitlement under applicable Laws, to provide such options to those Employees; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilities."

Excluded Liabilities. The Buyer parties acknowledge and agree that the Purchaser is not assuming and shall not assume be responsible or be obligated to payliable for, and the Sellers and their respective Subsidiaries shall perform and discharge as and when due, and shall indemnify, hold harmless and defend the Purchaser from and against, any and all liabilities or obligations of the Sellers or any of their respective Subsidiaries or Affiliates (whether fixed, contingent or unliquidated, absolute or otherwise discharge and whether relating to any tort, statutory or regulatory obligation, product liability, environmental claim, Taxes, Contract, operations of the following liabilities Businesses in the Ordinary Course of Business or obligationsotherwise) other than the Assumed Liabilities (collectively, "EXCLUDED LIABILITIES"). Excluded Liabilities shall include the following: (i) any liabilities Pre-Closing Liabilities. Any liability or obligations of obligation relating to the Seller in respect of any Excluded Purchased Assets or other assets of the Seller which are not Assets;Businesses arising or occurring prior to the Closing. (ii) any Loan Originations. Any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, contingent or responsibilities otherwise, relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (vii) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller loan originations of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller kind whatsoever that arose prior to the Closing, other than with respect obligations relating to the liabilities described in Sections 2.3(v) and (vi); (xi) commitments or loan applications for GSE/TIAA Mortgage Loans expressly assumed hereby, including any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or lender liability claims arising prior to the Closing under any term Date. (iii) Warehouse Line. Any liabilities or provision obligations relating to the Warehouse Line. (iv) Breach of Contract. Any liabilities or obligations arising out of any contract, instrument breach or agreement relating to non-performance by any of the Assets Sellers or any of their respective Subsidiaries or Affiliates under any Contract, Purchased Contract, Transferred Lease, GSE Mortgage Loan or other than such obligations obligation to which any of them is a party or out of any failure to comply with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by any Law, Judgment or for the account other requirement of Seller prior to the Closing; anda Governmental Authority. (xvv) any Excluded Assets. Any liabilities or obligations of the Seller arising from the breach by the Seller on or prior relating to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Excluded Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilities."

Excluded Liabilities. The Notwithstanding anything to the contrary provided in this Agreement or any other Transaction Document, Buyer shall does not assume or be obligated and will not become responsible for any liability of Seller except the Assumed Liabilities (all liabilities of Seller that are not Assumed Liabilities, collectively, the "Excluded Liabilities"). To the extent that Buyer pays an Excluded Liability following the relevant Closing Date, Seller shall reimburse Buyer for any reasonable amount so paid promptly following receipt of a written request for payment from Buyer, accompanied by reasonable documentation of such Excluded Liability and the payment thereof; provided, however, that, to paythe extent reasonably practicable under the circumstances, perform or Buyer will give Seller at least 5 business days' prior written notice of any intended payment of an Excluded Liability by Buyer. Without limiting the generality of the foregoing, except as otherwise discharge expressly provided in this Agreement, the following liabilities or obligationsconstitute Excluded Liabilities and shall not be assumed by Buyer: (ia) any liability or obligation of Seller for borrowed money; (b) any liability or obligation of Seller for costs and expenses in connection with the negotiation and execution of this Agreement or any other Transaction Document or the consummation of the transactions contemplated hereby or thereby, except as otherwise expressly provided in this Agreement or any other Transaction Document; (c) any liability or obligation of Seller under this Agreement, any other Transaction Document or under any other agreement or instrument entered into between Seller and Buyer (among others, as the case may be) in connection with the transactions contemplated hereby; (d) any liability or obligation relating to Seller's Plans or other benefits plans, programs and policies of Seller or its affiliates (including without limitation any liabilities or obligations for any contribution to any pension benefit plan of Seller or its affiliates (within the meaning of ERISA Section 3(2)) which is subject to the provisions of Title IV of ERISA or any multiemployer plan (as defined in ERISA Section 3(37) or 4001(a)(3)) listed in Section 10.7 of the Seller Disclosure Schedule, except as otherwise expressly provided in respect of any Excluded Assets or other assets of the Seller which are not AssetsSection 2.1(b) and Section 10; (iie) any liabilities payment obligations relating to compensation, cash commissions, transition payments, cash awards, incentive payments and bonuses that are payable to Transferred Employees before the relevant Closing Date at which they become Transferred Employees, except if and solely to the extent included by Seller as a liability in calculating the Net Value Amount for the relevant Closing for purposes of Section 3.2(a) as expressly provided in Section 2.1(d)(ii) or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.810; (iiif) all intercompany accounts between Seller and any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assetsits affiliates; (ivg) any liabilitiesliability or obligation in connection with any regulatory proceeding, obligations investigation, charge, or responsibilities relating to sanction arising out of the Easements including, without limitation, liabilities related to conduct of the disposal, discharge Business or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the relevant Closing DateDate with respect to such Assets by or before any government, state, territory or other political subdivision, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including the United States Securities and Exchange Commission (the "SEC") or any other government authority, agency, department, board, commission or instrumentality of the United States, any state or territory of the United States or any political subdivision thereof, and any governmental or non-governmental self-regulatory organization, agency or authority, including the Financial Industry Regulatory Authority ("FINRA") (each, a "Governmental Entity"); (viih) any liabilities other liability or obligations obligation arising from the conduct of the Seller Business or the ownership or operation of the Assets prior to the relevant Closing Date with respect to such Assets in connection with any litigation, arbitration, customer or client complaint, workers' compensation, or other claim brought by any Governmental Entity or other person, or any ERISA Affiliate proceeding or claim pending or threatened against Seller as of the Seller relevant Closing Date, including under any Benefit Plan J▇▇▇▇▇ ▇▇▇▇▇, et al., Plaintiffs v. UBS Financial Services Inc., et al., Defendants) No. C-06-4068 in the Northern District of California (settlement on appeal before the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including9th Circuit, without limitationAppellate docket No. 07-15278, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended07-15309); (viiii) to the extent incurred and payable with respect to any liabilities or obligations associated with period prior to the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federalrelevant Closing, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach that has been or would be accounted for by the Seller in connection with the Business as "checks and drafts payable," "payables to broker-dealers," "stock loans," or "trading securities sold short"; (j) all other liabilities and obligations that arise out of any the operation or ownership of its obligations under the Assets prior to the relevant Closing Date on which such Assets are acquired, except as otherwise expressly provided in this Agreement or any Related Agreement or Seller's Agreement; (xk) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior liabilities and obligations to the Closing; or illegal acts, willful misconduct or gross negligence extent arising out of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered ownership or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision operation of any contractExcluded Asset (including any Section 1.7 Excluded Assets and any such other Customer Contracts, instrument Customer Indebtedness, Customer Property and other Assets related to a Customer that Seller has elected to retain under Section 1.7) or agreement relating to any business, activities or operations of the Assets Seller other than such obligations with respect to payment for capital improvements to Canal Station which would have been the Business and not otherwise included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the ClosingAssumed Liabilities, including without limitation, Excluded ARS; and (xvl) any liabilities or obligations liability for Taxes payable by Seller arising out of the Seller arising from ownership or operation of the breach by Business, the Seller Assets or the Assumed Liabilities for any taxable period or portion thereof on or prior to the relevant Closing of Date, or any term or provision of any contractliability for Taxes payable by Seller resulting from the transactions contemplated in this Agreement, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to each as provided in Section 2.4 are herein called the "Excluded Liabilities3.4."

Excluded Liabilities. The Buyer only Liabilities which Purchaser shall assume and to which the Purchased Assets shall be subject are the Assumed Liabilities and all other Liabilities shall be retained by the Sellers. For the avoidance of doubt, the Liabilities listed below are excluded and shall not assume be assumed or discharged by Parent or its Affiliates and instead shall be obligated to pay, perform or otherwise discharge retained by the following liabilities or obligationsSellers: (ia) any liabilities All Liabilities arising out of or obligations of relating to the Seller in respect of any Excluded Assets or other assets of the Seller which are not Assets; (iib) any liabilities All Liabilities for Transfer Taxes imposed or obligations in respect assessed as a result of Taxes for which the Seller is liable transactions effected pursuant to Section 7.8this Agreement; (iiic) All Liabilities of the Sellers with respect to any liabilities, obligations, or responsibilities indebtedness for borrowed money; (d) All Liabilities relating to the disposal, storage, transportation, discharge, Release claims for overcharges made or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred billed prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the AssetsClosing; (ive) Any Liabilities or obligations of any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities Seller under any Contract related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused breaches by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets its obligations thereunder occurring prior to the Closing Date; (viif) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any Any payment obligations of the any Seller for goods delivered or services rendered prior to the Closing (other than (i) Warranty Claims, and (ii) “orbital payments” and similar payments arising out of the operation of the Purchased Satellites, including those to become due pursuant to the terms of the Purchased Satellite Procurement Contracts, Revised Procurement Contract and New Procurement Contract); (g) Any Liabilities, obligations or responsibilities whatsoever relating to any “employee benefit plan” (as defined in Section 3(3) of ERISA) maintained by any Seller, any ERISA Affiliate, any Subsidiary or any Affiliate of any Seller whether or not relating to employees associated with the Purchased Assets, including any multiemployer plan, maintained by or contributed to by any Seller or any ERISA Affiliate, or as to which any Seller, Subsidiary, ERISA Affiliate or Affiliate of any Seller is obligated to contribute to, at any time, including any such obligations Liability (i) to the Pension Benefit Guaranty Corporation under Title IV of ERISA; (ii) relating to a multiemployer plan; (iii) with respect to payment for capital improvements non-compliance with the notice or benefit continuation requirements of COBRA; or (iv) with respect to Canal Station any non-compliance with ERISA or any other applicable laws; (h) Except as provided in Section 8.2(c), all Liabilities with respect to any Persons at any time employed by any Seller or its Affiliates in connection with the operation or ownership of the Transferred Business or the Purchased Assets, whether known or unknown, fixed or contingent which would have been included in arise out of events occurring prior to employment of any of such Persons, if at all, by Purchaser; (i) All Liabilities arising from the Capital Improvement Amount had such payment obligations been expended by ownership or for operation of the account of Seller Purchased Assets prior to the Closing; (xiij) Except as provided in Section 8.2(c), any liabilities or obligations imposed upon, assumed or retained Liabilities arising under the Worker Adjustment and Retraining Notification Act (the “WARN Act”) in connection with the Sellers’ termination of any employees; and (k) All Liabilities assessed by the Seller or any FCC for violations of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wagesstatutes, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations rules and policies with respect to payment for capital improvements to Canal Station which would have been included in Sellers’ operation of the Capital Improvement Amount had such payment obligations been expended by or for Purchased Assets and the account of Seller Transferred Business prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilities."

Excluded Liabilities. The Except for the Assumed Liabilities but without otherwise limiting the terms of Section 2.3, Buyer shall not assume or become liable for and shall not be obligated to paypay or satisfy any Liabilities of Seller whatsoever, perform contingent or otherwise discharge otherwise, including the following liabilities or obligations:(the “Excluded Liabilities”): (ia) any liabilities all Liabilities of Seller whether or obligations not related to the Purchased Assets; (b) all accounts payable of the Seller in respect of any Excluded Assets services performed for or other assets of products purchased by Seller prior to the Seller which are not AssetsClosing Date; (iic) any liabilities all Liabilities of Seller for fees and expenses incurred or obligations arising in respect of Taxes for which connection with this Agreement and the Seller is liable pursuant to Section 7.8Ancillary Agreements and the transactions contemplated hereby and thereby; (iiid) except as provided for in Section 8.1, all Liabilities for Taxes of Seller for any liabilities, obligations, taxable period (or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred portion thereof) prior to the Closing Date, provided that "off-site location" does not include including any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities Taxes arising as a result of Seller’s operation of its business related to the disposal, discharge Purchased Assets or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the Seller’s ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Purchased Assets prior to the Closing Date; (viie) all Claims arising out of, relating to or otherwise in respect of: (i) the ownership of the Purchased Assets and the operation of Seller’s business related to the Purchased Assets to the extent any such Claim relates to such ownership or operation prior to the Closing Date; or (ii) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amendedExcluded Asset; (viiif) all Liabilities that constitute product liabilities or recall liabilities arising from the Purchased Assets or operation of Seller’s business related to the Purchased Assets prior to the Closing Date; (g) all Liabilities for all coupons and rebates implemented by Seller relating to Inventory and Products issued prior to the Closing Date (“Coupons”); (h) all Liabilities for advertising, media commitments, trade promotions, including co-op, price features, displays, slotting fees and other merchandising of the Products, trade allowances, trade discounts and other marketing related obligations or offers that occurred prior to the Closing Date (collectively, “Marketing Obligations”); (i) all refund and replacement obligations relating to Inventory and Products shipped prior to the Closing Date and returned on or after the Closing Date (“Returns”) and for any expired Inventory and Products or other retail unsaleables shipped prior to the Closing Date (collectively, “Unsaleables”); (j) all Liabilities for customer deductions (which shall not include Liabilities for Coupons, Marketing Obligations, Returns or Unsaleables, which are addressed in paragraphs (g), (h) and (i) of this Section 2.4) attributable to invoices with respect to Inventory and Products shipped prior to the Closing Date (collectively, “Deductions”); (k) any liabilities Liabilities arising out of or obligations associated in connection with the Response Actions required to be performed (i) any product or service warranties or guarantees given by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewithwith or (ii) Claims for personal injuries, property damage or losses that involve, in each case, any product sold, delivered or otherwise disposed of, or any service performed or delivered, by Seller prior to the Closing Date, or with respect to any products that are Excluded Assets, at any time; (ixl) any liability Liabilities of Seller arising from any breach, violation or late performance by Seller of the Seller terms and provisions of any Contract, including with respect to delayed delivery, shortages of Products, and any fines and/or charges related to the delivery of Products; (m) any Liabilities arising out of from or relating to a breach or violation prior to the Closing by the Seller of any Law applicable to the ownership or use of its obligations under the Purchased Assets by Seller or to the operation of Seller’s business related to the Purchased Asset; (n) any brokers’ or finders’ fees or similar fees or expenses relating to this Agreement or any Related Agreement or Seller's Agreementof the transactions contemplated hereby; (xo) all Liabilities related to any fines or penalties imposed Contracts entered into by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the ClosingClosing Date not specifically assumed by Buyer herein, other than with respect to including the liabilities described in Sections 2.3(v) and (vi)Excluded Contracts; (xip) except as otherwise expressly provided in this Agreement, any payment obligations Liabilities of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account any Affiliates of Seller prior to the Closing; (xii) any liabilities whether or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or not similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account categories of Liabilities of Seller prior to the Closingdescribed above); and (xvq) any all liabilities or obligations otherwise excluded under the terms of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilitiesthis Agreement."

Excluded Liabilities. The Buyer Notwithstanding anything contained in this Agreement to the contrary, the Purchaser shall not assume or be obligated agree to pay, perform or otherwise discharge any liabilities or obligations of any Seller or any Affiliate thereof other than the Assumed Liabilities (such liabilities and obligations other than Assumed Liabilities, the “Excluded Liabilities”). Without limiting the foregoing, the Purchaser does not assume or agree to pay, perform or otherwise discharge the following liabilities or obligations: (i) any liabilities or obligations of the Seller in Sellers with respect to, arising out of any or relating to the following Excluded Assets or other assets Liabilities: (a) all indebtedness for borrowed money of the Seller which are not AssetsSellers; (iib) any all guarantees of third party indebtedness made by the Sellers and reimbursement obligations to guarantors of the Sellers’ obligations or under letters of credit; (c) all Actions pending on or before the Closing Date against the Sellers or to the extent against or giving rise to liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, Business based on acts or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred omissions prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or Date even if instituted after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (viid) any all liabilities or obligations to any current or former owner of capital stock or other equity interests of the Seller Sellers or any ERISA Affiliate securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interests of the Seller under Sellers, any Benefit Plan current or former holder of indebtedness for borrowed money of the Seller Sellers or, in respect of obligations for indemnification or advancement of expenses, any ERISA Affiliate current or former officer or director of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amendedSellers; (viiie) any liabilities all drafts or obligations associated with checks outstanding at the Response Actions required to be performed by Seller Closing under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewithwhich the Sellers are obligated; (ixf) any liability all obligations of the Seller arising out of a breach by the Seller of any of its obligations Sellers under this Agreement futures contracts, options on futures, swap agreements or any Related Agreement or Seller's Agreementforward sale agreements; (xg) all (i) Taxes imposed on any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior Seller that relate to the Closing; Acquired Assets, the Business or illegal actsthe Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date, willful misconduct and (ii) Taxes or gross negligence of payments under any Tax allocation, sharing or similar agreement to which the Seller prior Sellers are a party that relate to the ClosingAcquired Assets, other than with respect to the liabilities described in Sections 2.3(v) and (vi)Business or the Assumed Liabilities; (xih) all liabilities and obligations relating to either (i) the Benefit Plans, (ii) the employment or termination of any payment obligations current or former employee of the Seller for goods delivered Sellers or services rendered prior (iii) the employment or termination of any employee of the Sellers to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or extent arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the ClosingDate; and (xvi) any all costs, fees and expenses incurred by the Sellers in connection with the administration of the Chapter 11 Cases or the negotiation, execution and consummation of the transactions contemplated by this Agreement; and (j) all liabilities or obligations to the extent relating to the ownership, possession or use of the Seller arising from Excluded Assets, or the breach by ownership, possession or use of the Seller on or Acquired Assets prior to the Closing of any term Date (including claims related to or provision of any contractarising from rebates, instrument chargebacks, credits, product returns and expirations, death, personal injury or agreement other product liabilities, in each case to the extent relating to any of events or transactions occurring prior to the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded LiabilitiesClosing Date)."

Excluded Liabilities. The Buyer Purchaser shall not assume nor in any way be liable or be obligated to payresponsible for any Liability of Seller or the Business other than the Assumed Liabilities and Seller expressly retains liability for all other Liabilities of the Seller and the Business (the “Retained Liabilities”). The Retained Liabilities shall include, perform or otherwise discharge without limitation, the following liabilities or obligationsfollowing: (ia) any liabilities Liability for any litigation or obligations claim asserted by a third party arising from Seller’s conduct of the Seller in respect of any Excluded Assets Business or other assets ownership of the Seller which are not AssetsPurchased Assets prior to Closing (collectively, the “Excluded Litigation”; for the avoidance of doubt, although there is no Excluded Litigation as of the date hereof, litigation and claims filed after the date hereof relating to Seller’s conduct of the Business or ownership of the Purchased Assets prior to Closing constitutes “Excluded Litigation”); (iib) any liabilities Liability of Seller or obligations in respect of the Business for Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, periods on or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from Liability of Seller or the Business for Taxes attributable to the AssetsExcluded Assets and, except as set forth above in Section 3.3, any Liability for any Taxes arising because Seller is transferring the Purchased Assets pursuant to this Agreement; (ivc) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release Liability under Benefit Plans of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliatesSeller; (vd) any liabilities Liability of Seller arising from activities performed in connection with the Business on or obligations which are or would be required prior to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities including product or obligations relating warranty claims related to any personal injury, discrimination, wrongful discharge, unfair labor practice products sold or similar claim services provided on or cause of action, which relate prior to the ownership Closing Date and any Liability of Seller or operation the Business arising from the breach by the Seller of any of the Assets Business Contracts or Permits to the extent attributable to the period on or prior to the Closing Date; (viie) any liabilities or obligations all Liabilities relating to the employment of the Employees of Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller (including, without limitation, any liabilities all Liabilities arising pursuant to or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated in connection with the Response Actions required Portec Rail Products Inc. Retirement Plan) other than Liabilities relating to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability the employment of the Employees by Purchaser on or after the Closing Date if such Employees are actually employed by Purchaser; provided, however, that Seller will retain all Liabilities relating to or arising out from the employment of a breach such Employees by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi)Closing Date; (xif) any payment obligations of the Seller governmental or employee claims for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller period on or prior to the Closing Date, including, without limitation, back wage obligations, unfair labor practice charges and obligations under all existing employment agreements; (g) all Liabilities relating to the Excluded Assets; (h) any Liability of Seller for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby; (i) any term Liability of Seller under this Agreement; (j) notes and accounts payable and bank indebtedness; (k) all Liabilities relating to the Business or provision of any contract, instrument the Purchased Assets arising under or agreement relating to Environmental Laws or relating to any claim in respect of Environmental Conditions or Hazardous Material to the extent arising on or prior to the Closing Date, whether based on common law or Environmental Laws, whether such liabilities or obligations are known or unknown, contingent or accrued, including (i) any violation or alleged violation of Environmental Laws with respect to the ownership, lease, use, maintenance or operation of the Huntington Facility or any of the Purchased Assets on or prior to the Closing Date, and the costs associated with correcting any such violations; (ii) loss of life, injury to persons or property or damage to natural resources caused (or allegedly caused) by any Environmental Condition or the presence or Release or threatened Release of Hazardous Material at, on, in, under, adjacent to or migrating from the Huntington Facility or Purchased Assets to the extent occurring or in existence on or before the Closing Date, including any Environmental Condition or Hazardous Material contained in building materials at the Huntington Facility or the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells, or in other environmental media at the Huntington Facility or the Purchased Assets. All ; (iii) any Remediation of any Environmental Condition or Hazardous Material Released on or before the Closing Date at, on, in, under, or migrating from, the Huntington Facility or the Purchased Assets or in the soil, surface water, sediments, groundwater, landfill cells or in other environmental media at the Huntington Facility or the Purchased Assets; (iv) any bodily injury, loss of life, property damage or natural resource damage arising from the on-site or off-site storage, transportation, treatment, disposal, discharge, recycling or Release, or arising from the arrangement for such activities, in each instance on or before the Closing Date, or Hazardous Material generated in connection with the ownership, lease, use, maintenance or operation of the Huntington Facility or the Purchased Assets on or prior to the Closing Date; and (v) any Remediation of any Environmental Condition or Release of Hazardous Material arising from the on-site or off-site storage, transportation, treatment, disposal, discharge, recycling or Release, or arising from the arrangement for such activities on or before the Closing Date, of Hazardous Material generated in connection with the ownership, lease, use, maintenance or operation of the Business, the Huntington Facility or Purchased Assets on or before the Closing Date; (l) any Liability or obligation relating to the Business, the Huntington Facility or the Purchased Assets or otherwise of Seller or its Affiliates of any kind, known or unknown, contingent or otherwise, asserted or unasserted, arising out of or relating to any acts or omissions to act, facts or circumstance occurring or existing or ownership, lease, use, maintenance or operation of the Huntington Facility or the Purchased Assets by Seller to the extent attributable to the period on or before the Closing Date; (m) Any Liability relating to past employees of the Business, including but not limited to with respect to plans, programs, policies, commitments, or other benefit entitlement established or existing on or prior to Closing (whether or not such liabilities are accrued or payable at Closing, and obligations whether or not being assumed pursuant such liabilities are contingent in nature); (n) any Liability under any employment, severance, retention or termination agreement with any employee of Seller or the Business; (o) any Liability arising out of any Proceeding pending as of the Closing Date; (p) any violations of Law by Seller or the Business arising out of any acts or omissions on or before the Closing Date; and (q) any Liability relating to Section 2.4 are herein called clause (i) and clause (ii) of the "Excluded Liabilitiesdefinition of Permitted Liens."

Excluded Liabilities. The Neither Buyer nor Buyer’s Affiliates will assume, nor will they become responsible for any Liabilities of Seller or Seller’s Affiliates (collectively, the “Excluded Liabilities”) other than the Assumed Liabilities, which Excluded Liabilities shall not assume or be obligated to payinclude, perform or otherwise discharge without limitation, the following liabilities Liabilities, all of which shall remain the Liabilities of Seller or obligationsSeller’s Affiliates: (ia) all Liabilities of Seller and Seller’s Affiliates arising under this Agreement or the Other Agreements or from the consummation of the transactions contemplated hereby or thereby; (b) all accounts payable, including all intercompany payable balances owing to Seller or Seller’s Affiliates; (c) all obligations related to employees of Seller (or its Affiliates) employed in connection with the Product Lines incurred or arising prior to or on the Closing Date, including obligations with respect to withholding Taxes of employees, termination and severance pay and all vacation and medical benefits; (d) subject to the Other Agreements, any and all claims, causes of action and litigation, including without limitation warranty and product liability claims, involving Products or Products Lines to the extent arising out of any events occurring, or actions taken or omitted to be taken by Seller or its Affiliates, on or before the Closing Date (including the matters, if any, set forth on Schedule 5.5); (e) any liabilities Taxes relating to the Products or obligations Product Lines or the Closing Assets attributable to any period or partial period ending on or before the Closing Date (other than any Taxes that are the responsibility of Buyer pursuant to Section 2.3(b)) or that are otherwise the responsibility of Seller pursuant to Section 3.3; (f) any Liabilities under or in respect of connection with any Excluded Assets or other assets of the Seller which are not Assets; (iig) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided all Liabilities arising under coupons that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (vii) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller Product units sold on or prior to the Closing of any term or provision of any contractDate and all Liabilities for slotting fees, instrument or agreement temporary price reductions, trade promotions, new store allowances, trade funding, and other chargebacks and deductions to the extent relating to any or arising out of sales of Product units or events occurring, in each case, on or prior to the Closing Date; and (h) except to the extent of the Assets. All such liabilities and obligations not being assumed pursuant Assumed Liabilities, all Liabilities related to Section 2.4 are herein called the "Excluded LiabilitiesProducts or operation of the Product Lines or Closing Assets to the extent accruing or arising on or prior to the Closing Date."

Excluded Liabilities. The Notwithstanding anything to the contrary contained in this Agreement, Buyer shall will not assume or be obligated in any way become liable for, and Seller shall retain, all of Seller and their Affiliates’ respective debts, liabilities and obligations of any nature whatsoever (other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to paybecome due, perform or otherwise discharge including, without limitation, the following liabilities or obligationsfollowing: (ia) the liabilities and obligations for all vendor and financing debt and other liabilities and obligations of Seller relating to the inventory included in the Purchased Assets; (b) liabilities or obligations of Seller arising out of any transactions occurring, or liabilities or obligations incurred, after the Closing Date, other than relating to Buyer’s use or operation of the Purchased Assets or the Assumed Liabilities after the Closing Date; (c) any liabilities or obligations of the Seller in respect of any Excluded Assets for expenses, Taxes or other assets fees incident to or arising out of the Seller which are not Assetsnegotiation, preparation, approval or authorization of this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, all of its attorneys, and accountants, fees and all brokers, or finders, fees or commissions payable by Seller; (iid) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8under or arising out of this Agreement; (iiie) all Taxes imposed on Seller (including any liabilities, obligations, Taxes of any other corporation) and any Taxes assessed against either Seller by virtue of its status as a member of any consolidated group of which such other corporation was also a member; (f) all liabilities and obligations of the Business for Warranty Claims with respect to products manufactured sold or responsibilities relating delivered by Seller prior to the disposal, storage, transportation, discharge, Release or recycling, Closing Date; provided that all reasonable associated charges and costs shall be the responsibility of Buyer; (g) all liabilities and obligations for employee benefits for employees employed by or for in connection with the Seller, Business incurred prior to the Closing Date; and (h) all other liabilities or obligations of Hazardous Substances at any off-site location, which occurred Seller arising out of its conduct of the Business prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any except for those liabilities or obligations which are or would be required to be accrued by the Seller on constituting a balance sheet part of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (vii) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Assumed Liabilities."

Excluded Liabilities. The Buyer shall not assume Without limiting the generality of the first sentence of Section 1.3 and regardless of any disclosure by Seller to Buyer, Seller will be solely responsible and liable for any and all Liabilities of Seller relating to or be obligated arising out of the operation of the Business or the ownership of the Assets prior to paythe Closing other than the Assumed Liabilities (the “Excluded Liabilities”), perform or otherwise discharge including the following liabilities or obligationsLiabilities: (ia) any liabilities Liabilities with respect to current, former or obligations retired employees of the Seller in respect or consultants of any Excluded Assets Seller arising out of or other assets of the Seller which are not Assets; (ii) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release employment of such employees or recycling, consultants by or for the Seller, of Hazardous Substances at any off-site location, which occurred Seller prior to the Closing Date, provided that "off-site location" does not include including any location contaminated by Hazardous Substances migrating from liabilities relating to vacation or to the Assetspaid time off for any such employees; (ivb) any liabilitiesLiabilities for Taxes, obligations or responsibilities relating fees and other similar items however designated, and all interest, penalties and additions to the Easements includingTax, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said including franchise and income Taxes and all accrued property, equipment sales, use and payroll Taxes incurred or machinery arising on or prior to or after the Closing Date, unless caused by or incurred or accrued after the Buyer's activities, operations Closing Date in connection with or equipment or such activities, operations or equipment relating to activities of Buyer's contractors, agents or affiliatesthe Business prior to the Closing Date; (vc) any liabilities or obligations which are or would be required Liabilities of Seller relating to be accrued by the Seller on a balance sheet operation of the Seller as Business, including the use of the Assets, on or prior to the Closing Date prepared in accordance with generally accepted accounting principlesDate, including accounts payable, trade payables and accrued operating expenses but excluding the Assumed Liabilities; (vid) any liabilities Liabilities arising out of or obligations relating to the sale of any personal injury, discrimination, wrongful discharge, unfair labor practice products or similar claim services by Seller on or cause of action, which relate prior to the ownership Closing Date, other than the Assumed Liabilities; (e) litigation, whether currently pending or not, relating to the operation by of the Seller Business or use of the Assets prior to the Closing Date, or arising on or after the Closing Date to the extent that such litigation relates to activities of the Business on or prior to the Closing Date; (viif) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller Liabilities under any Benefit Plan of the Seller Excluded Contracts or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amendedReal Property Leases; (viiig) Liabilities arising out of any liabilities or obligations associated with the Response Actions failure by Seller to perform any obligation required to be performed by Seller or out of any default by Seller (or out of any event, fact or circumstance that, with notice or lapse of time or both, would constitute a default by Seller) on or before the Closing Date under Section 7.12 and or with respect to any costs incurred by federalAssets, state including the Real Property Leases, Assumed Contracts or local governmental authorities imposed Permits (regardless of whether the assignment of any such Assets contains anything to the contrary or is silent on Buyer such issue) or Seller in connection therewithout of Seller’s failure to comply with any Applicable Law; (ixh) Liabilities to any liability shareholder or other Affiliate of the Seller arising out of a breach by the Seller or any owner or holder of any of its obligations under this Agreement or any Related Agreement or interest in Seller's Agreement; (xi) Liabilities of Seller with respect to (i) any fines Benefit Plan or penalties imposed Seller Plans established, maintained, sponsored or contributed to by governmental agencies Seller (including any 401(k) plan) or (ii) accrued pension liabilities or retiree healthcare obligations or any unfunded or underfunded liabilities relating to employee post-retirement obligations; (j) all Liabilities under or relating to any Environmental Laws to the extent related to, arising or resulting from an investigation the ownership or proceeding pending operation of the Assets, the Excluded Assets (including the Leased Real Property) or the Business prior to Closing, including any Liabilities for (i) any release of or exposure to any Hazardous Substance at or from any real property or in connection with the operation of the Business, the Assets or the Excluded Assets (including the Leased Real Property) to the extent such release or exposure occurred prior to the Closing; or illegal acts, willful misconduct or gross negligence (ii) any violation of the Seller Environmental Laws prior to the ClosingClosing in connection with the operation of the Business, other than with respect the Assets or the Excluded Assets (including the Leased Real Property); or (iii) any offsite transportation and disposal of Hazardous Substances prior to the liabilities described Closing in Sections 2.3(v) and connection with the operation of the Business, the Assets or the Excluded Assets (viincluding the Leased Real Property); (xik) any (i) outstanding indebtedness of or any obligation of Seller (whether as obligor or as guarantor) for borrowed money, whether current, short-term, or long-term, secured or unsecured, including notes payable, overdrafts, bank lines of credit and amounts owed on credit cards; (ii) deferred consideration for purchases of property which is not evidenced by trade payables, including any capital or finance leases; (iii) other financings of Seller (whether as obligor or as guarantor), including synthetic leases and project financing; (iv) payment obligations of the Seller for goods delivered (whether as obligor or services rendered prior to the Closing as guarantor) in respect of banker’s acceptances or letters of credit (other than stand-by letters of credit in support of ordinary course trade payables); (v) Liability of Seller (whether as obligor or as guarantor) with respect to derivative financial instruments, interest rate swaps, collars, caps and similar hedging obligations; (vi) bonuses payable in connection with the transactions contemplated by this Agreement (the “Transactions”) and accrued bonuses for any employees, including any payroll tax or benefit plan (including 401(k)) obligations relating thereto; (vii) accrued and unpaid interest or any contractual prepayment premiums, penalties or similar contractual charges resulting from the Transactions or the discharge of such obligations with respect to payment for capital improvements to Canal Station which would have been included in any of the Capital Improvement Amount had such payment obligations been expended by or for the account foregoing; (viii) Liability of Seller prior owed to any Affiliate of Seller or which Seller is obligated to pay on behalf of any such Person; and (ix) unpaid expenses of Seller in connection with the ClosingTransactions (including attorneys’, bankers’, accountants’ and other professionals’ fees), in each case that are payable by Seller on or after Closing (items (i) through (viii), collectively, “Debt”); other than the Assumed Deferred Revenue; (xiil) any liabilities Liabilities arising out of or obligations imposed upon, assumed or retained by relating to the Seller or any of its Affiliates pursuant to any Related AgreementRetained Businesses and other Excluded Assets; (xiiim) any liabilities Liabilities related to the Real Property Leases or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related AgreementLeased Real Property; (xivn) any warranty obligations for wagesrelating to any products of the Business other than the Assumed Warranty Obligations, overtime, employment taxes, severance pay, transition payments in respect including any Liabilities related to Recalls of compensation or similar benefits accruing or arising any products of the Business sold prior to the Closing Date, subject to Seller’s obligations under any term or provision of any contractthe Transition Services Agreement; provided that (i) for so long as Seller is providing “Procurement/Manufacturing Services” as described on Schedule A to the Transition Services Agreement, instrument or agreement relating to any of the Assets other than such Seller’s obligations with respect to payment for capital improvements such unassumed warranty obligations will be limited to Canal Station which would have been included fulfillment at no cost to Buyer, and (ii) after Seller is no longer providing such “Procurement/Manufacturing Services,” Seller’s obligations regarding such unassumed warranty obligations shall be limited (subject to any other limitations and qualifications in the Capital Improvement Amount had such payment obligations been expended by or this Agreement) to reimbursing Buyer for the account Buyer’s actual cost, consistent with Seller’s historical practice, of Seller prior to the Closingwarranty fulfillment, without markup for administration, overhead or profit; and (xvo) any liabilities or obligations and all other Liabilities of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations that Buyer is not being assumed specifically assuming pursuant to Section 2.4 are herein called the "Excluded Liabilities1.3."

Excluded Liabilities. The Buyer Notwithstanding anything to the contrary in Section 1.11, Purchaser shall not assume or be obligated become responsible for any of Seller's duties, obligations or liabilities, whether known or unknown, direct or indirect, foreseen or unforeseen, that are not expressly assumed by Purchaser pursuant to paythe terms of this Agreement, perform the Bills of Sale or otherwise discharge the following liabilities Real Estate Assignments (the "Excluded Liabilities"), and Seller shall remain fully and solely responsible for all of Seller's debts, liabilities, contract obligations, expenses, obligations and claims of any nature whatsoever related to Seller, the Assets or obligationsthe Hospitals unless expressly assumed by Purchaser under this Agreement, in the Bills of Sale or in the Real Estate Assignments. The Excluded Liabilities shall include, without limitation: (ia) any current liabilities or obligations of Seller with respect to the operation of any of the Seller in respect of any Excluded Assets or other assets of Hospitals prior to the Seller Effective Time which are not Assetsspecifically included in the Assumed Obligations; (iib) all liabilities of Seller arising out of or relating to any liabilities act, omission, event or obligations occurrence connected with the Seller, the Assets or Seller's operations, including without limitation Seller's use, ownership or operation of any of the Hospitals or any of the Assets, prior to the Effective Time, other than as specifically included in respect of Taxes for which the Seller is liable pursuant to Section 7.8Assumed Obligations; (iiic) all liabilities in connection with claims of professional malpractice or other tortious conduct to the extent arising out of or relating to acts, omissions, events or occurrences prior to the Effective Time; (d) except as otherwise subject to reimbursement pursuant to the Employee Leasing Agreement, all liabilities of each Seller for its respective shares of matching contributions for eligible beneficiaries' 401(k) plans, Section 125 plans and other Seller Plans, all liabilities and responsibilities under all defined benefit pension plans sponsored by any Seller, and all administrative costs associated with such welfare benefit plans or defined benefit pension plans; (e) any liabilitiesand all obligations of Seller under the Worker Adjustment and Retraining Notification Act (and California Assembly Bill AB 2957, obligationsas codified at Ca▇▇▇▇rnia Labor Code Sections 1400 through 1408) (collectively, "WARN") with respect to the operation of the Hospitals as a result of the consummation of the transactions contemplated by this Agreement; (f) all liabilities of Seller relating to cost reports (and all claims with respect thereto) relating to each Seller (including home office cost reports) with respect to Medicare, Medi-Cal, TRICARE or responsibilities Blue Cross programs or any other third-party payor for all periods prior to the Effective Time; (g) all liabilities of Seller relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred Seller Cost Reports with respect to periods ending prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the AssetsEffective Time; (ivh) all liabilities of Seller for violations of any liabilitieslaw, obligations regulation or responsibilities relating rule to the Easements extent arising from acts, omissions, events or occurrences prior to the Effective Time, including, without limitation, those federal and state laws pertaining to Medicare, Medi-Cal and other fraud and abuse laws; (i) all liabilities related of Seller under the Excluded Multi-Facility Contracts and Other Excluded Contracts; and (j) any tax liability of Seller (including income taxes) incurred as a result of the consummation of the transaction contemplated by this Agreement; (k) all liabilities and obligations of Seller with respect to any and all agreements, leases and other contracts not assigned to Purchaser hereunder, whether arising before or after the Effective Time; (l) to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery extent accrued prior to Closing, all liabilities and obligations arising out of any breach by Seller prior to Closing of any Lease or after Contract; (m) all liabilities of Seller and its affiliates arising under or relating in any way to the requirements of federal or state securities laws and related disclosure requirements; provided, however, this Section 1.12(m) shall not apply to any Offering Circular and the terms of this Section 1.12(m) shall be subject to Purchaser's obligations under Section 10.3.1(j); (n) all liabilities of Seller for commissions or fees owed to any finder or broker in connection with the transactions contemplated hereunder, including without limitation any fees owing to Citigroup or Bank of America or any of their respective affiliated companies; and (o) all liabilities of Seller and/or Seller's affiliates for employee bonus programs at the Hospitals (including sign-on bonus and referral bonus programs), tuition reimbursement programs, and career advancement programs, and any other similar employee benefit program as to which, as of the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which there are or would be required determinable amounts to be accrued by the Seller on a balance sheet of the Seller as of paid after the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (vii) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed have arisen based on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller events on or prior to the Closing of any term Date and which amounts have not been accrued for financial reporting purposes by the Hospitals based on, among other factors, the fact that such amounts to be paid in the future are contingent on one or provision of any contract, instrument or agreement relating to any more future events (including without limitation the continued employment of the Assets. All employee entitled to such payment on the date of payment); and (p) all liabilities and obligations not being assumed pursuant to of Seller and/or Seller's affiliates for any Accrued Paid Time Off in excess of the amount treated as an Assumed Obligation under Section 2.4 are herein called the "Excluded Liabilities1.11(d)."

Excluded Liabilities. The Buyer Except for the Assumed Liabilities, Purchaser shall not assume or assume, be obligated to pay, perform or otherwise discharge or in any other manner be liable or responsible for any Liabilities of, or Action against, Sellers of any kind or nature whatsoever, whether absolute, accrued, contingent or otherwise, 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 existing before or on the Closing Date (as defined below) or arising thereafter as a result of any act, omission, or circumstances taking place prior to the Closing (collectively, the “Excluded Liabilities”), including the following liabilities Liabilities of any of the Sellers or of any predecessor of any of the Sellers, whether incurred or accrued by any of the Sellers before or after the Closing Date: (a) all Cure Costs for Contracts or Leases to which any Seller is a party that are not Assigned Contracts or Assumed Leases; (b) any Liability of the Sellers or of any of their predecessors associated with any and all indebtedness, including any guarantees of third party obligations and reimbursement obligations to guarantors of the Sellers’ or any of their respective Affiliates’ obligations:, and including any guarantee obligations or imputed Liability through veil piercing incurred in connection with the Sellers’ Affiliates; (c) all Liability of the Sellers or of any of their predecessors associated with payments for the purchase of goods, including but not limited to customer deposits and prepaid amounts; (d) all Retained Taxes; (e) all Liabilities of the Sellers or of any of their predecessors under this Agreement and the transactions contemplated hereby or thereby; (f) any Liabilities in respect of any Contracts or Leases to which any Seller is a party that are not Assigned Contracts or Assumed Leases, including any Liabilities arising out of the rejection of any such Contracts or Leases pursuant to Section 365 of the Bankruptcy Code; (g) except for Liabilities expressly identified as Assumed Liabilities, all Liabilities for fees, costs and expenses that have been incurred or that are incurred or owed by the Sellers or of any of their predecessors in connection with this Agreement or the administration of the Bankruptcy Cases (including all fees and expenses of professionals engaged by the Sellers) and administrative expenses and priority claims accrued through the Closing Date and specified post-closing administrative wind-down expenses of the bankrupt estates pursuant to the Bankruptcy Code (which such amounts shall be paid by the Sellers from the proceeds collected in connection with the Excluded Assets) and all costs and expenses incurred in connection with (i) the negotiation, execution and consummation of the transactions contemplated under this Agreement and each of the other documents delivered in connection herewith; and (ii) the consummation of the transactions contemplated by this Agreement, including any retention bonuses, “success” fees, change of control payments and any other payment obligations of the Sellers or of any of their predecessors payable as a result of the consummation of the transactions contemplated by this Agreement and the documents delivered in connection herewith; (h) except for Liabilities expressly identified as Assumed Liabilities, all employment-related Liabilities of the Sellers, including (i) Liabilities for any action resulting from the Sellers’ employees’ separation of employment with the Sellers, including any severance or separation pay, (ii) employment-related Liabilities resulting from the transactions contemplated hereby whether before, on or after the Closing, (iii) Liabilities arising out of or relating to any collective bargaining Contract, labor negotiation, employment Contract, and consulting Contract with the Sellers, (iv) any Liabilities arising from or related to payroll and payroll Taxes for the current and former employees or independent contractors or other service providers of the Sellers to such person at any time on or prior to the Closing, (v) Liabilities of the Sellers for vacation, sick leave, parental leave, and other paid-time off accrued by the Sellers on and prior to Closing, (vi) all Liabilities with respect to any current or former employee of the Sellers including the Executive Employment Contracts, and (vii) all Liabilities for any failure to comply with applicable Laws or obligations under any Contract, in each case arising out of or related to employment of employees of the Sellers or engagement of independent contractors of the Sellers; (i) any liabilities or obligations all Liabilities related to the WARN Act, to the extent applicable, with respect to the Sellers’ termination of employment of the Seller Sellers’ employees on or prior to Closing (for the avoidance of doubt reference to the Sellers in respect of any Excluded Assets or other assets of clause (h) and (i) shall refer to the Seller which are not AssetsSellers and its Affiliates); (iij) any liabilities all Liabilities arising under or obligations in respect of Taxes for which the Seller is liable pursuant relating to Section 7.8Company Benefit Plans (including all assets, trusts, insurance policies and administration service contracts related thereto); (iiik) all Liabilities of the Sellers or of any liabilitiesof their predecessors to their respective equity holders respecting dividends, obligationsdistributions in liquidation, redemptions of interests, option payments or otherwise, and any Liability of the Sellers or of any of their predecessors pursuant to any Contract or Lease set forth on Schedule 1.1(a), or responsibilities has any material business arrangement with, or has any material financial obligations to or is owed any financial obligations from, any Seller or, to the Knowledge of the Sellers, any actual competitor, vendor or licensor of any Seller that is not an Assigned Contract (l) all Liabilities arising out of or relating to any business or property formerly owned or operated by any of the disposalSellers, storageany Affiliate or predecessor thereof, transportation, discharge, Release or recycling, but not presently owned and operated by or for any of the Seller, Sellers as of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assetsdate hereof; (ivm) any liabilities, obligations or responsibilities all Liabilities relating to claims, actions, suits, arbitrations, litigation matters, proceedings or investigations (in each case whether involving private parties, Governmental Authorities, or otherwise) involving, against, or affecting any Acquired Asset, the Easements includingAcquired Businesses, without limitationthe Sellers, liabilities related to any of their Affiliates or predecessors, or any assets or properties of the disposalSellers or of any of their predecessors, discharge or Release in each case arising out of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (vii) any liabilities or obligations of the Seller Acquired Businesses or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller Acquired Asset prior to the Closing; (xiin) any liabilities all Liabilities arising under Environmental Laws, other than to the extent arising out of the ownership or obligations imposed upon, assumed or retained by operation of the Seller Acquired Businesses or any Acquired Asset from and after the Closing, whether or not yet booked as accounts payable by Sellers as of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (o) all accounts payable of the Sellers or of any of their predecessors existing as of or prior to the Closing; (p) all Liabilities outstanding as of and arising after the Closing for any contract for delivery of or returns of products previously sold to customers, whether or not any customer has provided a deposit for the sale except for under any Assigned Contract; (q) all Liabilities of the Sellers or of any of their predecessors arising out of any Contract, Permit, or claim that is not transferred to Purchaser hereunder; and (xvr) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilitiesall Liabilities for all Professional Fees Amounts."

Excluded Liabilities. The Buyer Notwithstanding anything to the contrary in Section 1.4, Purchaser shall not assume or be obligated become responsible for any of Seller’s duties, obligations or liabilities that are not expressly assumed by Purchaser pursuant to paythe terms of this Agreement or the ▇▇▇▇ of Sale (the “Excluded Liabilities”), perform or otherwise discharge the following liabilities or obligationsand Seller shall remain fully and solely responsible for all Excluded Liabilities. The Excluded Liabilities shall include: (ia) any liabilities or obligations of Seller with respect to the operation of the Seller in respect of any Excluded Assets or other assets of Hospital incurred prior to the Seller Effective Time which are not Assetsotherwise specifically included in the Assumed Obligations; (iib) any all liabilities of Seller arising out of or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injuryact, discriminationomission, wrongful dischargeevent or occurrence connected with the use, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by Seller of the Seller Hospital or any of the Assets prior to the Closing DateEffective Time, other than as specifically included in the Assumed Obligations; (viic) all liabilities of Seller in connection with claims of professional malpractice to the extent arising out of or relating to acts, omissions, events or occurrences prior to the Effective Time; (d) all liabilities of Seller for matching contributions for eligible beneficiaries’ 403(b) plans, Section 125 plans and other Seller Plans and all administrative costs associated with such welfare benefit plans other than as specifically included in the Assumed Obligations; (e) all liabilities of Seller relating to Seller Cost Reports with respect to periods ending prior to the Effective Time and all liabilities of Seller with respect to refund, recoupment, set-off and other liabilities arising out of the ▇▇▇▇▇▇▇▇ to third party payors, including Medicare and Medicaid, for services rendered to patients of the Hospital prior to the Effective Time; (f) all liabilities of Seller for violations of any law, regulation or rule to the extent arising from acts or omissions prior to the Effective Time, including those pertaining to Medicare and Medicaid fraud or abuse; (g) all liabilities of Seller under the Excluded Contracts; (h) all liabilities of Seller for commissions or fees owed to any finder or broker in connection with the transactions contemplated hereunder; and (i) all other liabilities or obligations of Seller and/or the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station Hospital which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations are not being assumed pursuant to Section 2.4 are herein called the "Excluded LiabilitiesAssumed Obligations."

Excluded Liabilities. The Notwithstanding any other provision -------------------- of this Agreement, Buyer will not assume, or become liable in any way in respect of, and Sellers shall not assume or retain and be obligated to payresponsible for, perform or otherwise discharge any and all liabilities and obligations of Sellers (other than the following liabilities or obligationsAssumed Liabilities) (collectively, the "Excluded Liabilities"), including: (i) except for the liabilities set forth in the column headed "Adjusted 11/30/98" on the Interim Statement, any liability or obligation of Sellers, directly or as guarantor, for money borrowed or purchase money indebtedness; (ii) any liability or obligation of Sellers for unpaid Taxes (with respect to the Business or otherwise) for periods or transactions prior to the Closing or for unpaid income Taxes arising because Sellers are transferring the Assets, but excluding from the definition of Excluded Liabilities any liability or obligation of Sellers for transfer, sales, use and similar Taxes with respect to the Acquired Assets arising in connection with the consummation of the transactions contemplated hereby to the extent that Buyer is obligated to pay such Taxes pursuant to Section 3(c) hereof; (iii) except as provided in Section 16 hereof, any liability or obligation of Sellers for costs and expenses (other than Taxes) in connection with the negotiation and execution of this Agreement or the consummation of the transactions contemplated hereby; (iv) any liability or obligation of Sellers under this Agreement or any other agreement between Sellers and Buyer; (v) amounts due under that certain Settlement Agreement, dated July 31, 1998 between NBA Properties, Inc., Marvel Entertainment Group, Inc. and Sellers; (vi) any liability or obligation arising from or relating to the contracts, indentures, guarantees, leases, commitments and other agreements listed on Section 1(b)(iii) of the Disclosure Schedule; (vii) any liability or obligation arising from or relating to Sellers' Plans, other than liabilities and obligations which Buyer is obligated to pay pursuant to Section 10 hereof; (viii) except as reflected on the Interim Statement, any obligations, liabilities or responsibilities of Sellers or any of their affiliates with respect to any employee or spouse or dependent or family member of any employee or former employee of any of the Sellers or any of their respective affiliates resulting from or arising out of such employee's or former employee's employment prior to the Closing or the termination of such employment, including, without limitation, obligations, liabilities or responsibilities with respect to any (a) deferred compensation, overtime compensation, wages, salaries, stock option, stock purchase, severance, retainer, consulting or incentive plan or agreement, (b) plan or policy providing for "fringe benefits" to its employees, (c) employment agreement, (d) any accident, event or other occurrence compensable under any applicable workers' compensation or similar state law, (e) civil rights laws, wrongful discharge claims or any other claim, charge or complaint relating to employment with Sellers or any of their affiliates prior to the time of the Closing or the termination of such employment and (f) any employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), currently or previously maintained or contributed to by any member of a controlled group (within the meaning of Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the "Code"), or Section 4001(a)(14) of ERISA) which includes Sellers, other than liabilities which Buyer is obligated to pay pursuant to Section 10 hereof; (ix) any liabilities or obligations of the Seller in respect of any Excluded Assets or other assets of the Seller which are not Assets; (ii) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (vii) any liabilities or obligations of the Seller or any ERISA Affiliate of their affiliates in the case captioned In Re: Marvel Entertainment Group, ---------------------------------- Inc., et al., Case No. 97-638-RRM, in the United States District Court in ------------- the District of Delaware, relating to or arising under or discharged pursuant to the Fourth Amended Joint Plan of Reorganization Proposed by the Secured Lenders and Toy Biz, Inc. (the "Plan") dated July 31, 1998 and confirmed by order of the Seller under any Benefit Plan United States District Court for the District of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller includingDelaware, without limitationdated July 31, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; 1998 (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement"Bankruptcy Claims"); (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior all liabilities and obligations relating to the Closing; or illegal acts, willful misconduct or gross negligence that portion of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi)Accrued Royalties which represent Sellers' Portion of Accrued Royalties; (xi) any payment obligations all intercompany indebtedness between one or more of Sellers, on the Seller for goods delivered one hand, and one or services rendered prior to more of Marvel and its affiliates on the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closinghand; (xii) any all liabilities or and obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant Sellers with respect to any Related Agreementcontracts or agreements between Sellers and the National Hockey League Players Association and NHL Enterprises, Inc.; (xiii) any all obligations and liabilities or obligations of Sellers with respect to the Seller resulting from entering into or performing its obligations pursuant NBA License arising prior to or consummating the transactions contemplated herein or in any Related AgreementFebruary 1, 1999; (xiv) litigation, claims or proceedings by or before any obligations for wagescourt, overtimeor governmental or regulatory agency or body, employment taxesor any judicial or quasi- judicial forum or mediation or arbitrations, severance paywhether or not existing at the time of the Closing, transition payments in respect (a) to the extent related to or based upon the actions or failures to act of compensation or similar benefits accruing or arising any Person prior to the time of the Closing under any term in connection with the Acquired Assets or provision the Business or (b) for infringement of the Intellectual Property rights of any contract, instrument or agreement relating other Person which infringement occurred prior to any the time of the Closing in connection with the Acquired Assets other than such or the Business; (xv) all liabilities of Sellers reflected in the column headed "Adj." on the Interim Statement; (xvi) the liabilities, obligations and commitments of Sellers with respect to payment which Buyer is entitled to indemnification from Sellers pursuant to Section 11(b) hereof; (xvii) except for capital improvements to Canal Station Assumed Liabilities, all liabilities of Sellers which would have been included in exist at the Capital Improvement Amount had such payment obligations been expended by or for the account time of Seller prior to the Closing, whether actual or contingent, matured or unmatured, liquidated or unliquidated, known or unknown; and (xvxviii) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant primarily related to Section 2.4 are the Excluded Assets. provided, however, that nothing stated herein called shall limit the "Excluded Liabilitiesprovisions of, -------- ------- and the respective obligations of Sellers and Buyer under, Sections 5(f) and 11 hereof."

Excluded Liabilities. The Notwithstanding the provisions of Section 2.3 or any other provisions in this Agreement to the contrary, Buyer shall not assume or and shall not be obligated responsible to pay, perform or otherwise discharge any Liabilities of Seller of any kind or nature whatsoever other than the following liabilities or obligationsAssumed Liabilities (the “Excluded Liabilities”), and Seller shall pay and remain responsible for all such Excluded Liabilities. Without limiting the generality of this Section 2.4, the Excluded Liabilities shall include, but not be limited to, the following: (i) a. any liabilities Liabilities of Seller arising from, or obligations in connection with, the conduct of the Seller in respect of any Excluded Assets or other assets of the Seller which are not Assets; (ii) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred Business prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Purchased Assets by Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (vii) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller Closing, including, without limitation, any liabilities such Liabilities arising by reason of any violation or obligations under claimed violation by Seller, by acts or events or omissions arising or occurring prior to the Consolidated Omnibus Reconciliation Act Closing, of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewithLaw; (ix) b. any liability Liability arising from a Paycheck Protection Program Loan Seller received under Title 1 of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's AgreementCoronavirus Aid Relief and Security Act; (x) c. any Liability related to payroll Tax payments, fines or penalties imposed that may be owed by governmental agencies resulting from an investigation or proceeding pending prior Existing Customer with respect to the Closing; or illegal acts, willful misconduct or gross negligence conduct of the Seller Business prior to the Closing, including any obligation to pursue Tax Appeals or other than with respect Actions to the liabilities described in Sections 2.3(v) and (vi)▇▇▇▇▇ any such Tax Liabilities; (xi) d. any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account warranty Liability of Seller or similar obligation of Seller arising from products sold or Services rendered prior to the Closing; e. any Liabilities of Seller related to or arising out of the Excluded Assets; f. any Liabilities incurred by Seller not included in the Assumed Liabilities; g. any Liabilities of Seller incurred in connection with any business or activity of Seller other than the Business; h. any Liabilities of Seller for (xiii) any liabilities Taxes required by Law to be paid by Seller relating to the Business, the Purchased Assets or obligations imposed upon, assumed the Assumed Liabilities for any taxable period ending on or retained by before the Seller or Effective Date; (ii) any of its Affiliates pursuant Taxes with respect to any Related Agreement; Excluded Assets; (xiiiiii) any liabilities or obligations Taxes that arise out of the Seller resulting from entering into or performing its obligations pursuant to or consummating consummation of the transactions contemplated herein hereby; or in (iv) other Taxes of Seller of any Related Agreementkind or description (including any liability for Taxes of Seller that becomes a liability of Buyer under the principles of transferee or successor liability or otherwise by operation of contract or law); (xiv) i. any obligations Liabilities related to the Retained Custodial Accounts; j. any Liabilities of Seller related to or arising out of fees and expenses of Seller’s Accountants or legal counsel in connection with this Agreement and the transactions contemplated hereby; k. any Liabilities of Seller for any present or former employees, agents or independent contractors of Seller, including, without limitation, any Liabilities associated with any claims for wages, overtimebonuses, employment taxescommissions, severance payaccrued vacation or other benefits, transition severance, termination or other payments in respect of compensation accrued or similar benefits accruing or arising incurred prior to Closing and including, without limitation, sales commission owed or which would be owed for sales booked before the Closing Effective Date; l. any Liabilities under any term Benefit Plan; m. any Liabilities or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations obligation with respect to payment indebtedness of Seller or the Business owing to any bank or other financial institution, including NSI; n. any trade payables and accounts payable of Seller for capital improvements services provided to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; Effective Date or, if after the Effective Date, if not pursuant to an Assigned Contract, and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller o. those Liabilities set forth on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded LiabilitiesSchedule 2.4(l)."

Excluded Liabilities. The Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is assuming the responsibility for only the New Jetride Assumed Liabilities and is not assuming any other liability or obligation of Seller or the Business of whatever nature whether presently in existence or arising hereafter, and Seller shall not contribute to New Jetride nor shall New Jetride assume as part of the initial capitalization of New Jetride any such other liability or obligation of Seller or the Business. All such other liabilities and obligations shall be obligated retained by and remain obligations and liabilities of Seller (all such liabilities and obligations not being contributed or assumed being herein referred to payas the “Excluded Liabilities”), perform or otherwise discharge and, notwithstanding anything to the contrary in this Section 2.06 and without limiting the generality of the foregoing, none of the following liabilities or obligationsshall be New Jetride Assumed Liabilities for the purposes of this Agreement: (ia) Seller’s accounts payable, obligations owed to Parent or any liabilities or obligations other Affiliate of Parent reflected in Seller’s intercompany accounts payable, pre-Closing salaries and related liabilities, deferred revenue, accrued expenses, Taxes payable, deferred Taxes and notes payable, including the Seller in respect current portion of any Excluded Assets long-term Debt of Seller, and any other item that would be characterized as a current liability of Seller or other assets of the Seller which are not AssetsBusiness under GAAP; (iib) any liabilities obligation or obligations liability for Tax arising from or with respect to the Contributed Assets which is incurred in respect of Taxes for which or attributable to the Seller is liable pursuant to Section 7.8Pre-Closing Tax Period; (iii) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vic) any liabilities or obligations relating to any personal injuryemployee or agent claims, discriminationbenefits, wrongful dischargecompensation, unfair labor practice severance or similar claim termination payments or cause other compensation arrangements with respect to all periods of action, which relate time up to the ownership or operation by the Seller of the Assets prior to and including the Closing Date; (vii) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller , including, without limitation, any liabilities claims disclosed on Schedule 3.12 and Schedule 3.16, accrued vacation, accounts payable overages and accrued commissions of Seller’s or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amendedNew Jetride’s employees with respect to such periods; (viiid) any liabilities expense incurred by Seller or obligations associated Parent in connection with the Response Actions required to be performed transactions contemplated by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to any New Jetride Assumed Liabilities set forth on Schedule 2.05, which shall be the liabilities described in Sections 2.3(v) responsibility of New Jetride and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Buyer after Closing; (xiie) any liabilities liability, obligation or obligations imposed uponEnvironmental Liability arising from any event, assumed condition, circumstance, activity, practice, incident, action, plan or retained by the Seller Environmental Law which results in a claim of liability, based on or any of its Affiliates pursuant related to any Related Agreement; (xiii) any liabilities Hazardous Substance, contamination or obligations of pollution on the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller Real Property existing on or prior to the Closing Date; and (f) any liability or prepayment premium or penalty or other expense associated with Seller or Parent’s prepayment, retirement or satisfaction of any term or provision of any contract, instrument or agreement Debt relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilitiesor secured by Seller Owned Aircraft."

Excluded Liabilities. The Buyer Except for the Assumed Liabilities, Purchaser shall not assume or assume, be obligated to pay, perform or otherwise discharge the following liabilities or obligations: (i) in any liabilities other manner be liable or obligations responsible for any Liabilities of, or Action against, any of the Seller in respect Sellers of any Excluded Assets kind or other assets nature whatsoever, whether absolute, accrued, contingent or otherwise, 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 existing before or on the Closing Date or arising thereafter as a result of the Seller which are not Assets; (ii) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilitiesact, obligationsomission, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred circumstances taking place prior to the Closing Date(collectively, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from the “Excluded Liabilities”), including the following Liabilities of each Seller, its respective Subsidiaries or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substancespredecessors , whether incurred or accrued by such liabilitiesSeller, obligations its respective Subsidiaries or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to predecessors before or after the Closing Date, unless caused by the Buyer's activities, operations : (a) all Cure Costs for Contracts or equipment leases to which such Seller or such activities, operations or equipment any of Buyer's contractors, agents or affiliatesits Subsidiaries is a party that are not Assigned Contracts; (vb) any liabilities Liability of such Seller or any of its respective Subsidiaries or predecessors associated with any and all indebtedness, including any guarantees of third party obligations which are and reimbursement obligations to guarantors of such Seller’s or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared its respective Subsidiaries’ or Affiliates’ obligations, and including any guarantee obligations or imputed Liability through veil piercing incurred in accordance connection with generally accepted accounting principlessuch Seller’s Affiliates or Subsidiaries; (vic) any liabilities Liability of such Seller or obligations relating any of its respective Subsidiaries or predecessors associated with payments for the purchase of goods, including but not limited to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Datecustomer deposits and prepaid amounts; (viid) any liabilities or obligations all Liabilities of the such Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations respective Subsidiaries or predecessors under this Agreement or any Related Agreement of the ancillary agreements entered into among any of the parties in connection herewith, including the Transition Services Agreement, and the transactions contemplated hereby or Seller's Agreementthereby; (xe) any fines Liabilities in respect of any Contracts or penalties imposed leases to which such Seller or any of its respective Subsidiaries is a party that are not Assigned Contracts, including any Liabilities arising out of the rejection of any such Contracts pursuant to section 365 of the Bankruptcy Code; (f) all Liabilities for fees, costs and expenses that have been incurred or that are incurred or owed by governmental agencies resulting such Seller or any of its respective Subsidiaries or any of its or their respective predecessors in connection with this Agreement or the administration of the Chapter 11 Cases (including all fees and expenses of professionals and Advisors engaged by the Sellers) and administrative expenses and priority claims accrued through the Closing Date and post-closing administrative wind-down expenses of the bankrupt estates pursuant to the Bankruptcy Code (which such amounts shall be paid by the Sellers from an investigation the proceeds collected in connection with the Excluded Assets) and all costs and expenses incurred in connection with (i) the negotiation, execution and consummation of the transactions contemplated under this Agreement, the Transaction Agreements, and each of the other documents delivered in connection .herewith and therewith; and (ii) the consummation of the Transaction, including any retention bonuses, “success” fees, change of control payments and any other payment obligations of such Seller or proceeding pending any of its respective Subsidiaries or predecessors payable as a result of the consummation of the transactions contemplated by this Agreement, the Transaction Agreements and the documents delivered in connection herewith or therewith; (g) all Liabilities in respect of (i) Transferred Employees arising prior to the Closing; , except as set forth in Sections 1.3(c) and (e), (ii) current or illegal actsformer employees of such Seller or any of its respective Subsidiaries (other than Transferred Employees), willful misconduct whether arising prior to, on or gross negligence after Closing and (iii) any severance, termination pay or other similar benefits or amounts due to employees of the Sellers who are not Transferred Employees; (h) all Liabilities arising under or relating to any Seller Benefit Plan (including all assets, trusts, insurance policies and administration service contracts related thereto), whether arising prior to the to, on or after Closing, in each case, other than with respect to the liabilities described in Sections 2.3(v) and (vi)any Assumed Benefit Plan; (xii) all Liabilities of such Seller or any payment obligations of the Seller for goods delivered or services rendered prior its respective predecessors to the Closing other than such obligations their respective equity holders with respect to payment for capital improvements dividends, distributions in liquidation, redemptions of interests, option payments or otherwise, and any Liability of such Seller or of any of its respective Subsidiaries or predecessors pursuant to Canal Station which would have been included any Contract that is not an Assigned Contract set forth on Schedule 1.1(a), or pursuant to any material business arrangement with, or any material financial obligations to, or that is owed any financial obligations from, such Seller or any of its respective Subsidiaries, to the Knowledge of the Sellers, any actual competitor, vendor or licensor of any Seller any of its respective Subsidiaries pursuant to a Contract that is not an Assigned Contract; (j) all Liabilities arising out of or relating to any business or property formerly owned or operated by such Seller, any of its respective Subsidiaries, Affiliates or predecessors, but not presently owned and operated by such Seller as of the date hereof; (k) except as set forth in Section 1.3(e), all Liabilities relating to claims, actions, suits, arbitrations, litigation matters, proceedings or investigations (in each case whether involving private parties, Governmental Authorities, or otherwise) involving, against or affecting any Acquired Asset, the Capital Improvement Amount had Business, such payment obligations been expended by Seller, any of its respective Subsidiaries, Affiliates or for predecessors, or any asset or property of such Seller, any of its respective Subsidiaries, Affiliates or predecessors, in each case arising out of the account ownership or operation of Seller the Business or any Acquired Asset prior to the Closing; (xiil) all Liabilities arising under Environmental Laws, other than to the extent arising out of the ownership or operation of the Business or any liabilities Acquired Asset from and after the Closing, whether or obligations imposed upon, assumed or retained not yet booked as accounts payable by the Seller such Sellers or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities respective Subsidiaries as of or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (m) all accounts payable of such Seller or of any of its respective Subsidiaries or predecessors existing as of or prior to the Closing; (n) all Liabilities outstanding as of and arising after the Closing for any Contract for delivery of, or returns of, products previously sold to customers, whether or not any customer has provided a deposit for the sale; (o) all Liabilities of such Seller or of any of its respective Subsidiaries or predecessors arising out of any Contract, Permit, or claim that is not transferred to Purchaser hereunder; and (xvp) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilitiesall Liabilities for all Professional Fees Amounts."

Excluded Liabilities. The Buyer shall not assume or be obligated with respect to payany Assumed Liabilities except to the extent that it constitutes a valid and legally enforceable claim against Seller. Except for the Assumed Liabilities specifically assumed by Buyer as aforesaid, perform or otherwise discharge the following liabilities or obligations: (i) Buyer is not assuming any other debts, liabilities or obligations of the Seller in respect of any Excluded Assets or other assets of the Seller which are not Assets; (ii) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilitiesStockholders, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, the following: A) All trade and other accounts payable and accrued expenses whether or not reflected and reserved for in the Financial Statements; B) All debts, liabilities and obligations of Seller payable to lenders, vendors and other third parties other than those agreed upon as Assumed Liabilities; C) All liabilities and obligations of Seller for foreign, federal, state and local taxes including, without limitation, interest and penalties relating thereto, relating to the operation of the business of Seller prior to the Closing or related to the disposaltransfer, discharge or Release conveyance and assignment of Hazardous Substancesthe Purchased Assets contemplated by this Agreement, whether such liabilitiesincluding, obligations or responsibilities arose from the ownership or operation of said without limitation, sales, use, property, equipment franchise, gross receipts, excise and income taxes. This provision, notwithstanding, Buyer acknowledges that Buyer shall be liable for, and shall timely pay, sales and use taxes 6 associated with the transfer of the Purchased Assets, and will further indemnify and hold Seller and Stockholders harmless therefrom; D) All liabilities and obligations to Seller's customers with respect to alleged shortages and defects in products delivered to customers or machinery in transit to customers prior to the Closing and shipped to customers after the Closing seeking return or replacement of products pursuant either to product warranties extended by Seller prior to the Closing or product warranties or obligations implied or provided by law; E) All liabilities and obligations of Seller and/or Stockholders under this Agreement or with respect to or arising out of the transactions contemplated hereby; F) All liabilities and obligations of Seller and/or Stockholders which violate any representation, warranty, covenant or agreement of Seller or Stockholders contained herein; G) All liabilities and obligations (other than the Assumed Liabilities), including damages, fines and penalties, with respect to pending or threatened litigation, suits, claims, demands or governmental proceedings; H) Any obligation or liability arising out of or resulting from Seller's non-compliance with any federal, state, local or foreign law, regulation, order or administrative or judicial determination, including, without limitation, those relating to the environment and Environmental Matters (as hereinafter defined), employment practices or the health and safety standards applicable to employees of Seller, which arise out of or relate to an occurrence, condition, facts or circumstances existing on, before or as of the Closing Date; I) All claims, demands, liabilities or obligations of any nature whatsoever which arise out of or which are based on events occurring or material known conditions existing on or before the Closing Date or which relate to products sold or services performed by Seller on or before the Closing Date whether founded upon negligence, breach of warranty, strict liability in tort and/or other legal theory, seeking compensation or recovery for or relating to injury to person or damage to property, notwithstanding that the date on which the injury, claim, demand, liability or obligation was or is either before or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (vJ) any Subject to Section 4.06, all claims, demands, obligations or liabilities including cost and expense of defense or obligations which are whether arising out of, based upon or would be required related to be accrued workers' compensation or employer's liability claims, negligence, strict liability in tort and/or other legal theory seeking compensation and/or recovery and arising out of injuries and occupational diseases identifiably sustained by the employees of Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to before the Closing Date; (viiK) All liabilities and obligations arising from the breach or default of Seller, prior to or on the Closing Date, of any lease, contract, engagement or commitment, including, without limitation, those referred to in Sections 1.01(E) or 1.01(F); L) All liabilities or and obligations of Seller and Stockholders in connection with the conduct of any business of Seller and Stockholders other than the present business of Seller; M) Liabilities for claims for severance and termination and for payments in lieu of notice of termination made by employees of Seller who are terminated by Seller prior to or on the Closing Date or by reason of Seller's failure to comply with the Worker Adjustment and Retraining Notification Act; N) All liabilities, debts and obligations relating to any employee profit sharing plans and savings and stock ownership plans and pension or retirement plans, health, welfare and other employee entitlement plans; provided, however, that Seller shall set forth vested accrued employee vacation time on Schedule 2.02(N), which Seller shall pay in full to said employees within two (2) business days following termination of employment which termination shall occur at the end of business on the Closing Date; O) Any liabilities imposed under law, whether now existing or hereafter enacted, relating to the environment, health or safety and arising out of any act or event occurring prior to or on the Closing Date; and P) Any agreement, understanding or commitment to which Seller and any Stockholder or any ERISA Affiliate (as hereinafter defined) of Seller are presently a party to that relates to any aspect of the Seller under any Benefit Plan business of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller Seller, including, without limitation, any liabilities contract, agreement or obligations under other arrangement (i) providing for the Consolidated Omnibus Reconciliation Act furnishing of 1985services by, as amended; (viiiii) providing for lease, management, rental or purchase of real or personal property to or from, or (iii) otherwise requiring payments to any liabilities such person, any member of the family of any such person or obligations associated with the Response Actions required to be performed any corporation, limited liability company, limited partnership, partnership, trust or other entity in which any such person has an interest or is an officer, director, trustee or partner, including, without limitation, all accounts payable and notes payable owed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations officer, director and/or employee of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wagesSeller. The debts, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations of Seller referred to in Sections 2.02(A) through 2.02(P) which are not being assumed pursuant by Buyer as aforesaid are hereinafter collectively referred to Section 2.4 are herein called as the "Excluded Liabilities."

Excluded Liabilities. The Buyer Notwithstanding anything to the contrary in Section 1.9, Purchaser shall not assume or be obligated become responsible for any of Seller’s duties, obligations or liabilities that are not assumed by Purchaser pursuant to paythe terms of this Agreement, perform the ▇▇▇▇ of Sale or otherwise discharge the following liabilities or obligationsReal Estate Lease Assignments (the “Excluded Liabilities”), and Seller shall remain fully and solely responsible for all Excluded Liabilities. The Excluded Liabilities shall include, without limitation: (ia) any all liabilities of Seller arising out of or obligations of the Seller in respect of any Excluded Assets or other assets of the Seller which are not Assets; (ii) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injuryact, discriminationomission, wrongful dischargeevent or occurrence connected with the use, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by Seller of the Seller Hospital or any of the Assets prior to the Closing DateEffective Time, other than as specifically included in the Assumed Obligations, including all federal, state and local income taxes of Seller; (viib) any all liabilities of Seller in connection with claims of professional malpractice to the extent arising out of or obligations relating to acts, omissions, events or occurrences prior to the Effective Time; (c) all liabilities of Seller for matching contributions for eligible beneficiaries’ 401(k) plans, Section 125 plans and other Seller Plans and all administrative costs associated with such welfare benefit plans other than as specifically included in the Assumed Obligations; (d) all liabilities of Seller relating to Seller Cost Reports with respect to periods ending prior to the Effective Time and all liabilities of Seller with respect to refund, recoupment, set-off and other liabilities arising out of the Seller or any ERISA Affiliate ▇▇▇▇▇▇▇▇ to third party payors, including Medicare and Medicaid for services rendered to patients of the Hospital prior to the Effective Time; (e) all liabilities of Seller under for violations of any Benefit Plan of law, regulation or rule to the Seller extent arising from acts or any ERISA Affiliate of omissions prior to the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller Effective Time, including, without limitation, any liabilities those pertaining to Medicare and Medicaid fraud or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amendedabuse; (viiif) any all liabilities or obligations associated with the Response Actions required to be performed by of Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewiththe Excluded Contracts; (ixg) any liability all liabilities of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior relating to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the ClosingExcluded Assets; and (xvh) any except as provided in Section 12.10, all liabilities of Seller for commissions or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating fees owed to any of finder or broker in connection with the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilitiestransactions contemplated hereunder."

Excluded Liabilities. The Notwithstanding anything to the contrary contained in this Agreement, Buyer shall will not assume or be obligated to payliable for and Seller will retain and remain responsible for all of Seller's debts, perform or otherwise discharge the following liabilities or obligations: (i) any liabilities or and obligations of any nature whatsoever, other than the Seller in respect of any Excluded Assumed Liabilities, whether accrued, absolute or contingent, whether known or unknown, whether due or to become due and whether related to the Transferred Business and the Purchased Assets or other assets otherwise, and regardless of when asserted (the Seller which are not Assets; (ii) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities"EXCLUDED LIABILITIES"), obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, the following liabilities related to or obligations of Seller (none of which will constitute Assumed Liabilities): (a) All of Seller's liabilities or obligations under this Agreement or under any other agreement between Seller on the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from one hand and Buyer on the ownership or operation of said property, equipment or machinery prior to other hand entered into on or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment date of Buyer's contractors, agents or affiliatesthis Agreement; (vb) All liabilities and obligations of Seller for Taxes which are imposed on or measured by income, for any period, and all of Seller's liabilities or obligations which are or would be required with respect to be any Taxes not specifically accrued by on the Seller on a balance sheet for the Transferred Business included in the Most Recent Financial Statements, subject to changes in the ordinary course of business from the Seller as date of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to such balance sheet through the Closing Date; (viic) any All of Seller's liabilities or obligations arising out of or in connection with the breach of any contract or agreement included in the Purchased Assets, other than for such amounts as are adequately and properly reserved for in the balance sheet included as part of the Seller or any ERISA Affiliate Most Recent Financial Statements, subject to changes in the ordinary course of business from the Seller under any Benefit Plan date of such balance sheet through the Seller or any ERISA Affiliate Closing Date; (d) All of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any Seller's liabilities or obligations under for expenses, Taxes or fees incident to or arising out of the Consolidated Omnibus Reconciliation Act negotiation, preparation, approval, or authorization of 1985this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby, as amendedincluding all attorneys' and accountants' fees, brokerage fees, consultants' fees and finders' fees, and sales, bulk sales and transfer taxes which are Seller's responsibility hereunder; (viiie) Seller's obligations and liabilities for the period up to and including the Closing Date which relate to any Employee Plan (as defined in Section 3.11(a)) (including unfunded pension plan liabilities and retiree health benefits), other than for amounts as are adequately and properly reserved for or accrued on the balance sheet for the Transferred Business included as part of the Most Recent Financial Statements, subject to changes in the ordinary course of business from the date of such balance sheet through the Closing Date; (f) All of Seller's liabilities or obligations associated with the Response Actions required that are not otherwise Excluded Liabilities hereunder against which Seller is insured or otherwise contractually (g) Any liability or obligation under COBRA (as defined in Section 3.11(b)) to any person covered by Seller's health plans or any Employee who ceases to be performed employed by Seller under Section 7.12 on or before the Closing Date, or who is not employed by Buyer on the Closing Date, and any costs incurred by federal, state liability or local governmental authorities imposed on Buyer obligation under COBRA to any family member of such person or Seller in connection therewith;Employee. (ixh) Any liability or obligation for Funded Indebtedness or any other liability or obligation of Seller that does not relate to, or arise from, the Seller arising out of a breach Transferred Business and the Purchased Assets. (i) Any liability or obligation pertaining to any discontinued operation owned or operated by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior and related to the Closing; or illegal acts, willful misconduct or gross negligence of Transferred Business as it was operated by the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi);Closing Date. (xij) any payment obligations of Any liability or obligation that arises from, the Seller for goods delivered Excluded Assets or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded LiabilitiesRetained Business."

Excluded Liabilities. The Notwithstanding anything to the contrary contained in this Agreement, the Ancillary Agreements or any other agreement or instrument, other than the Assumed Liabilities, Buyer shall not assume or be obligated liable with respect to payany other liability or obligation of Seller and its Related Persons (such other liabilities and obligations, perform or otherwise discharge the “Excluded Liabilities”) and Seller and its Related Persons, as applicable, shall remain solely responsible and liable for all Excluded Liabilities. Excluded Liabilities shall include, but not be limited to, the following liabilities or obligations: and obligations (iother than in each case to the extent the same are Assumed Liabilities): (a) any liabilities or 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 perform pursuant to this Agreement, (e) liabilities and obligations of Seller in respect of any indebtedness for borrowed money (including liabilities and obligations pursuant to the Pollution Policies Financing Agreement), (f) all Taxes, including penalties and interest thereon related to or imposed upon the Business, the Acquired Assets or the Excluded Assets or other assets of the Seller which are not Assets; (ii) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating prior to the disposalEffective Date, storageincluding Seller’s portion of any prorated Taxes, transportationfees and expenses in accordance with Article 11, discharge(g) liabilities of Seller for deferred revenue, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred (h) all accounts payable and accrued liabilities arising prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (ivi) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; Cure Cost Obligations, (vij) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (vii) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilities."all deficiency

Excluded Liabilities. The Buyer Notwithstanding anything contained in this Agreement to the contrary, the Purchaser shall not assume or be obligated agree to pay, perform or otherwise discharge any liabilities or obligations of any Seller or any Affiliate thereof other than the Assumed Liabilities (such liabilities and obligations other than Assumed Liabilities, the “Excluded Liabilities”). Without limiting the foregoing, the Purchaser does not assume or agree to pay, perform or otherwise discharge the following liabilities or obligations: (i) any liabilities or obligations of the Seller in Sellers with respect to, arising out of any or relating to the following Excluded Assets or other assets Liabilities: (a) all indebtedness for borrowed money of the Seller which are not AssetsSellers; (iib) any all guarantees of third party indebtedness made by the Sellers and reimbursement obligations to guarantors of the Sellers’ obligations or under letters of credit; (c) all Actions pending on or before the Closing Date against the Sellers or to the extent against or giving rise to liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, Business based on acts or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred omissions prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or Date even if instituted after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (viid) any all liabilities or obligations to any current or former owner of capital stock or other equity interests of the Seller Sellers or any ERISA Affiliate securities convertible into, exchangeable or exercisable for shares of capital stock or other equity interests of the Seller under Sellers, any Benefit Plan current or former holder of indebtedness for borrowed money of the Seller Sellers or, in respect of obligations for indemnification or advancement of expenses, any ERISA Affiliate current or former officer or director of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amendedSellers; (viiie) any liabilities all drafts or obligations associated with checks outstanding at the Response Actions required to be performed by Seller Closing under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewithwhich the Sellers are obligated; (ixf) any liability all obligations of the Seller arising out of a breach by the Seller of any of its obligations Sellers under this Agreement futures contracts, options on futures, swap agreements or any Related Agreement or Seller's Agreementforward sale agreements; (xg) all (i) Taxes imposed on any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior Seller that relate to the Closing; Acquired Assets, the Business or illegal actsthe Assumed Liabilities for taxable periods (or portions thereof) ending on or before the Closing Date, willful misconduct and (ii) Taxes or gross negligence of payments under any Tax allocation, sharing or similar agreement to which the Seller prior Sellers are a party that relate to the ClosingAcquired Assets, other than with respect to the liabilities described in Sections 2.3(v) and (vi)Business or the Assumed Liabilities; (xih) all liabilities and obligations relating to either (i) the Benefit Plans, (ii) the employment or termination of any payment obligations current or former employee of the Seller for goods delivered Sellers or services rendered prior (iii) the employment or termination of any employee of the Sellers to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or extent arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the ClosingDate; and (xvi) any all costs, fees and expenses incurred by the Sellers in connection with the administration of the Chapter 11 Cases or the negotiation, execution and consummation of the transactions contemplated by this Agreement; (j) all liabilities or obligations to the extent relating to the ownership, possession or use of the Seller arising from Excluded Assets, or the breach by ownership, possession or use of the Seller on or Acquired Assets prior to the Closing of any term Date (including claims related to or provision of any contractarising from rebates, instrument chargebacks, credits, product returns and expirations, death, personal injury or agreement other product liabilities, in each case to the extent relating to events or transactions occurring prior to the Closing Date); and (k) all breakup fees or expense reimbursement provisions with respect to the Business, including any of the Assets. All such liabilities and obligations not being assumed fees or expenses pursuant to Section 2.4 are herein called that certain Acquisition Agreement, dated as of October 14, 2013, by and among the "Excluded Liabilities."Sellers, US WorldMeds, LLC and ▇▇▇▇▇ Holdings C.V.

Excluded Liabilities. The Neither Buyer shall not assume or nor be obligated to pay, perform or otherwise discharge or be responsible for any of the following liabilities or obligationsobligations of Seller or its Affiliates, except the Assumed Liabilities. All obligations and liabilities of Seller or its Affiliates other than the 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). 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 liabilities liability or obligations obligation of the Seller in respect to any of its Affiliates or arising from or associated with any Excluded Assets or other assets transactions between Seller and any of the Seller which are not Assetsits Affiliates; (iij) any liability or obligation of Seller to GBOC or from or associated with any transactions between Seller and GBOC; (k) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; resulting from (iiiA) any liabilities, obligationsviolation of, or responsibilities relating failure of Seller, GBOC or any of Seller’s Affiliates to comply with, Laws and Licenses, and (B) the disposaluse, treatment, storage, transportationpresence, discharge, disposal or Release or recycling, by or for the Seller, of Hazardous Substances at any off-site locationMaterials on, which under or from Buyers’ Power Block Site or in connection with the development or operation of the Gila River Power Station, to the extent such violation, failure, use, treatment, storage, presence, disposal or Release occurred prior to the Closing Date. (l) any liability, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating 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 the AssetsTransferred Assets or are Assumed Liabilities; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vim) any liabilities or obligations relating to any personal injuryERISA plan or other employee benefit plan, program, or 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 meaning of Section 414(b), (c), (m) or (o) of the United States Internal Revenue Code, as amended (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; (ii) to the Pension Benefit Guaranty Corporation under Title IV of ERISA; (iii) relating to any such plan that 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 foregoing, Buyers shall not be responsible for any liabilities or obligations relating to COBRA elections or continuing coverage under any group health plan maintained by Seller or Seller’s ERISA Affiliates prior to, on or after Closing; (n) any liabilities 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 practice practices or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Dateconstructive termination; (vii) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xivo) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising under any Contract or plan of Seller or any of its Affiliates; (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 under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the ClosingDate; and (xvq) any liabilities costs or obligations of the expenses for which Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilitiesis liable under this Agreement."

Excluded Liabilities. The Notwithstanding anything to the contrary set forth herein, under no circumstance shall Parent, Buyer shall not or any of their respective Affiliates assume or be obligated to pay, perform and none of the Assets shall be or otherwise discharge become liable for or subject to any of the following Excluded Liabilities, including the following, which shall be and remain liabilities or obligationsof Sellers: (ia) Liabilities or obligations of Sellers for Excluded Taxes. (b) Liabilities of Sellers to ▇▇▇▇▇▇▇, the Phantom Stock Participants, ▇▇▇▇▇▇▇▇▇▇, or the Sale Bonus Participants arising out of the ▇▇▇▇▇▇▇ Stock Option, the Phantom Stock Agreements, the ▇▇▇▇▇▇▇▇▇▇ Agreement, or the Sale Bonus Agreements. (c) Liabilities or obligations arising from any Excluded Assets. (d) Liabilities or obligations arising from an indebtedness of Sellers for borrowed money. (e) Except to the extent included in the Assumed Liabilities, claims, litigation and proceedings (whether instituted prior to, at or after Closing) relating to products manufactured or sold by or on behalf of Sellers on or prior to the Closing Date (“Product Liability Matters”). (f) Except to the extent included in the Assumed Liabilities, liabilities or obligations to employees of Sellers, Employee Benefit Plans, the Internal Revenue Service, PBGC or any other Governmental Authority, arising from or relating to periods prior to the Closing Date (whether or not triggered by the transactions contemplated by this Agreement and whether or not imposed by Legal Requirements directly on Buyer as the transferee of the Seller in respect of any Excluded Assets or other assets of the Seller which are not Assets; (ii) any ), including liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) arising under any liabilities, obligations, Employee Benefit Plan or responsibilities relating to the disposal, storage, transportation, discharge, Release severance pay program or recycling, arrangement maintained by or for the Seller, of Hazardous Substances at any off-site location, which occurred Sellers prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilitiesEEOC claim, obligations or responsibilities relating to the Easements includingunfair labor practice, without limitationand wage and hour practice, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any and liabilities or obligations which are or would be required to be accrued by arising under the Seller on WARN Act, as a balance sheet result of the Seller as acts of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets Sellers prior to the Closing Date;. (viig) any liabilities or obligations Any obligation of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller includingSellers to SLR, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended;Inc. (viiih) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded LiabilitiesThe Stand N Seal Matter."

Excluded Liabilities. The Notwithstanding anything to the contrary set forth herein, under no circumstance shall Buyer shall not assume or be obligated to pay, perform and none of the Assets shall be or otherwise discharge become liable for or subject to, any of the following Excluded Liabilities, including the following, which shall be and remain liabilities or obligationsof Seller: (ia) any liabilities or obligations of the Seller for Taxes in respect of periods ending prior to the Closing Date or resulting from the consummation of the transactions contemplated herein; (b) liabilities or obligations associated with any Excluded Assets or other assets of the Seller which are not Assets; (iic) any liabilities or obligations in respect associated with any and all indebtedness of Taxes Seller for which the Seller is liable pursuant to Section 7.8borrowed money; (iiid) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) under any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets Assumed Contract arising prior to the Closing Date; (viie) liabilities or obligations under any Assumed Contract arising from any breach or default prior to the Closing Date of any Assumed Contracts or other Assumed Liabilities, liabilities arising out of the assignment to Buyer at Closing of any Assumed Contract, and liabilities arising under any Contracts not assumed by Buyer; (f) liabilities or obligations arising out of or in connection with claims, litigation or proceedings described in Schedule 3.20, and claims, litigation and proceedings (whether instituted prior to or after Closing) for acts or omissions which allegedly occurred prior to the Closing Date, including litigation and other actions relating to peer review activities at the Center prior to the Closing Date; (g) except to the extent assumed by Buyer with a Purchase Price credit pursuant to Section 2.05(b), liabilities or obligations to Center Employees, the Internal Revenue Service, PBGC or any other Governmental Authority, arising from or relating to periods prior to Closing (whether or not triggered by the transactions contemplated by this Agreement and whether or not imposed by Legal Requirements directly on Buyer as the transferee of the Assets), including liabilities or obligations arising under any Employee Benefit Plan or Other Plan, EEOC claim, unfair labor practice, and wage and hour practice, and liabilities or obligations for COBRA continuation coverage or arising under the WARN Act, as a result of acts of Seller prior to Closing; (h) liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller periods ending on or prior to the Closing Date arising under the terms of any term third-party payor programs or provision Government Payment Programs, including any recoupment rights for Medicare & Medicaid Services or the Texas Department of Health, and any liability arising pursuant to any third-party payor program or Government Payment Programs as a result of the consummation of the transactions contemplated herein, including recapture of previously reimbursed expenses; and (i) penalties, fines, settlements, interest, costs and expenses arising out of or incurred as a result of any contract, instrument actual or agreement relating to alleged violation by Seller of any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded LiabilitiesLegal Requirement."

Excluded Liabilities. The Buyer shall Except for the Assumed Liabilities, it is expressly understood and agreed that ConnectM will not assume or assume, and will not be obligated to payliable for, perform or otherwise discharge the following liabilities or obligations: (i) any liabilities or obligations of either Seller Party or the Business as set forth below in the definition of “Excluded Liabilities”, and, as between Purchase on the one hand, and the Seller in respect of any Excluded Assets or Parties, on the other assets of hand, the Seller which are not Assets; Parties will retain responsibility for all Excluded Liabilities. For purposes herein, “Excluded Liabilities” means (iii) any and all liabilities and obligations arising from or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release Business or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred Assets prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or ; (ii) the obligations of the Seller Parties under the Assumed Contracts to the Assets; extent arising and accruing prior to the Closing Date and relating to a breach or default by any Seller Party or a failure to perform timely, in each case, prior to the Closing Date; (iii) the obligations of the Seller Parties with respect to the Assigned Intellectual Property to the extent arising and accruing prior to the Closing Date; (iv) any liabilitiesand all liabilities and obligations for Taxes, obligations or responsibilities including relating to (A) any liability or obligation for the Easements includingunpaid Taxes of either Seller Party with respect to any period, without limitationor (B) any Taxes arising out of or relating to events which have occurred, liabilities related to or Services or Products, or the disposal, discharge operation of either Seller Party or Release of Hazardous Substances, whether such liabilities, obligations the Business or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; ; (v) any Indebtedness of either Seller Party; (vi) any and all liabilities or obligations pertaining to an Excluded Asset; (vii) any and all liabilities or obligations arising under or relating to any former operations of either Seller Party or predecessor entities thereof that have been discontinued or disposed of prior to the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; Closing Date; (viii) any and all liabilities or obligations associated arising under or relating to any Seller Benefit Plan, (B) any Employee Benefit Plan pursuant to any applicable Law that imposes liability on a “controlled group” or similar basis (within the meaning of Section 4001 or ERISA or Section 414 of the Code), as a result of either Seller Party, or any of their Affiliates, being an ERISA Affiliate prior to the Closing Date with the Response Actions required respect to be performed any other Person, or (C) any Employment Agreements held by either Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; Party; (ix) any liability of and all liabilities or obligations for accrued vacation and other paid personal leave time arising and accruing prior to the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; Closing Date; (x) any fines and all liabilities or penalties imposed by obligations arising out of or relating to (A) claims made in pending or future suits, actions, investigations, or other legal, governmental agencies resulting from an investigation or proceeding pending prior administrative proceedings or (B) claims based on violations of Law, breach of contract, employment practices, or environmental, health and safety matters, or any other actual or alleged failure of either Seller Party to perform any obligation, in each case arising out of, or relating to, (I) events that have occurred, (II) Services or Products or (III) the Closing; operation of either Seller Party or illegal actsthe Business, willful misconduct or gross negligence of the Seller prior to the Closingin each case, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; Date; (xii) any Seller Transaction Expenses; (xii) any and all liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant relating to any Related Agreement; non-compliance by either Seller Party with any bulk-sales laws; and (xiiixii) any and all liabilities or obligations arising out of the Seller resulting from entering into claims, actions, litigation, or performing its obligations pursuant to proceedings arising out of or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included foregoing, and all costs and expenses in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilitiesconnection therewith."

Excluded Liabilities. The Buyer Seller is retaining (and thereafter shall not assume or be obligated to pay, perform or otherwise discharge the following liabilities or obligations: (i) any liabilities or obligations of the Seller in respect of any Excluded Assets or other assets of the Seller which are not Assets; (ii) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposalperform, discharge or Release of Hazardous Substanceswhen due, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared and otherwise satisfy in accordance with generally accepted accounting principles; (vitheir respective terms) any liabilities all Liabilities that relate to, arise out of or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate are attributable to the ownership or the operation by the Seller of the Assets prior to Business and/or the Closing Date; (vii) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller Systems prior to the Closing, other than with respect the Assumed Liabilities (collectively, the “Excluded Liabilities”). Notwithstanding anything to the liabilities described contrary set forth herein, the Excluded Liabilities shall include all Liabilities arising from, related to or that are attributable to: (a) any Excluded Assets; (b) Retained Tax Liabilities; (c) accounts payable relating to the Business or the Purchased Assets, but in Sections 2.3(v) all cases, only to the extent such payables arise out of, or are attributable or allocable to, products or services provided prior to the Closing and, for the avoidance of doubt, including accounts payable as of the Closing Date in connection with capital expenditures, capital expenditures work in process or construction in process, and capital improvements but excluding Purchaser Assumed Developer Reimbursements to the extent taken into account in determining the Closing Developer Reimbursements in accordance with Section 1.5 and Closing Developer Reimbursements to the extent taken into account in determining the Purchase Price in accordance with Section 1.5 (vithe “Pre-Closing Payables”); (xid) any payment obligations of the Seller for goods delivered Business Employee or former employee or independent contractor who is or was employed by, provides or provided services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by either the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of Affiliates, including wages, salaries, bonuses federal withholding and social security taxes, worker’s compensation, unemployment compensation, employee benefit plans, termination costs, accrued vacation, paid time off, Liabilities under the Seller resulting from entering into Benefit Plans or performing its obligations pursuant other compensation or benefits, in each case arising from, related to or consummating the transactions contemplated herein or that are attributable to in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation way events occurring on or similar benefits accruing or arising prior to the Closing under any term and in accordance with applicable Law or provision the terms and conditions of any contract, instrument or agreement relating to any such item; (e) all of the Assets other than such Seller’s obligations with respect to payment for capital improvements to Canal Station which would have been included in and liabilities arising under the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller GRP Contract prior to the Closing; and (xvf) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded LiabilitiesBenefit Plans."

Excluded Liabilities. The Buyer Other than the Assumed Liabilities, the Purchasers shall not assume or become responsible for, and shall not be obligated deemed to payhave assumed or to have become responsible for, perform any liabilities and obligations of any Asset Seller of any kind, whether known or otherwise discharge unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, and whether due or to become due (collectively, the following liabilities or obligations"Excluded Liabilities"), including the following: (i) any liabilities liability or obligations obligation of the Seller in respect of Asset Sellers pertaining to any Excluded Assets or other assets of the Seller which are not Assets; (ii) any liabilities liability or obligations in obligation of the Asset Sellers with respect of Taxes for which the Seller is liable pursuant to Section 7.8Income Taxes; (iii) any liabilitiesliability or obligation of the Asset Sellers in respect of Excluded Employees, obligationsincluding pursuant to any retention agreements, severance agreements, change of control agreements or responsibilities relating to the disposalother similar plans, storage, transportation, discharge, Release policies or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assetsarrangements; (iv) any liabilitiesliability or obligation of the Asset Sellers (A) related to any Employees or Retired Employees other than (a) liabilities and obligations of the Asset Sellers for benefits in respect of the Employees or Retired Employees, including under Seller Benefit Plans that are Assumed Contracts, (b) liabilities and obligations included in the Closing Working Capital and (c) liabilities and obligations under the Assumed Contracts or responsibilities (B) that is incurred as a result of the Transactions pursuant to any retention agreements, severance agreements, change of control agreements or other similar plans, policies or arrangements with or concerning the Employees or Retired Employees; (v) any liability or obligation of any Asset Seller arising out of or relating to any facility that any Asset Seller may have owned, leased, operated or otherwise used at any time that is not included in the Easements includingReal Property, without limitationincluding any such liabilities or obligations resulting from the generation, liabilities related to the disposaluse, discharge handling, presence, treatment, storage, transportation, disposal or Release of any Hazardous SubstancesMaterials at any such facility or any violations of applicable Environmental Laws on, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities liability or obligations relating to obligation of the Asset Sellers arising out of any personal injuryaction or proceeding actually initiated and pending as of the Closing and not listed on Schedule 1.1(B) or, discriminationif listed on Schedule 1.1(B), wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by extent exceeding the Seller amount of the Assets prior to the Closing Dateaccrual as set forth on Schedule 1.1(B); (vii) any liabilities liability or obligations obligation of the Seller or Asset Sellers for any ERISA Affiliate of non-compliance with applicable Laws prior to the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any Closing Date (it being understood that responsibility for liabilities or and obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended;for non-compliance with Environmental Laws is exclusively addressed in Sections 10.2(f) and 10.3); and (viii) any all liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations Selling Parties under this Agreement, any Ancillary Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) agreement between a Selling Party and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller Silgan or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded LiabilitiesPurchasers."

Excluded Liabilities. The Notwithstanding anything to the contrary in this Agreement, Buyer shall not and does not assume any liabilities, debts or be obligated obligations of any nature of Seller (or any Affiliate of Seller), whether relating to paythe Business, perform the Acquired Assets or otherwise discharge otherwise, other than the following Assumed Liabilities (all such liabilities, debts or obligations other than the Assumed Liabilities are collectively referred to herein as the “Excluded Liabilities”). Excluded Liabilities include, without limitation, the following: (a) all obligations and liabilities arising out of or relating primarily to the Excluded Assets; (b) all debts, liabilities or obligations:obligations of Seller or its Subsidiaries other than as set forth in Section 2.3; (c) all obligations and liabilities arising from or related to any breach of a Transferred Contract prior to the Closing Date other than as set forth in Section 2.3; (d) all obligations and liabilities of Seller or its Subsidiaries for Taxes; (e) all obligations and liabilities under any bond, note, debenture or similar instrument or any other indebtedness for borrowed money of Seller or its Subsidiaries outstanding prior to the Closing; (f) all obligations and liabilities arising out of the conduct of operations of Seller and its Subsidiaries after the Closing; (g) all obligations and liabilities arising out of those liabilities specifically set forth on Schedule 2.4(g) hereto; (h) all obligations and liabilities (including accrued liabilities) for Taxes with respect to HTO, the Partnerships, the Business and the Acquired Assets for any Pre-Closing Tax Period; (i) any all obligations and liabilities or obligations of the Seller in respect of any Excluded Assets or other assets of the Seller which are not Assets; (ii) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior workers’ compensation claims with respect to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets occurrences prior to the Closing Date; (viij) any all liabilities relating to or obligations of the Seller arising under or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated in connection with the Response Actions matters described or otherwise required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller described in connection therewith; Schedule 3.10 hereto (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior without regard to the Closing; Material Adverse Effect qualification set forth in Section 3.10 or illegal acts, willful misconduct or gross negligence the limitation of the Seller prior such representation to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vidate hereof); (xik) any payment obligations obligation or liability related to any Intercompany Agreement that is not expressly included on Schedule 1.1(b); (l) any obligation or liability arising from or related to the dissolution, merger, consolidation, restructuring, sale, transfer or assignment of interests or cessation of operations of any Subsidiary (including any such Subsidiary involved in the operation of the Seller for goods delivered Business) or services rendered Partnership prior to the Closing other than such Date; (m) all obligations and liabilities arising out of or relating to Environmental Laws or Hazardous Materials to the extent arising out of or relating to any event or condition occurring or existing as of or prior to the Closing Date; (n) all undisclosed obligations and liabilities under the ADA, ADEA, FMLA, Title VII, the WARN Act or any equivalent federal, state, local or foreign law with respect to payment for capital improvements any Seller Employees, but only to Canal Station which would have been included in the Capital Improvement Amount had extent and degree that the events giving rise to such payment obligations been expended by or for the account of Seller and liabilities occurred prior to the Closing Date; (o) all obligations and liabilities arising out of or relating to Health Care Laws or Health Care Permits to the extent arising out of or relating to any event or condition occurring or existing as of or prior to the Closing Date; (p) any liability under or relating to any Seller Plan, whether or not such liability or obligation arises prior to or after the Closing Date or any other liability relating to the employment or termination of employment of any (x) Person arising from or related to the operation of the Business prior to Closing or the transactions contemplated by this Agreement (including but not limited to, any severance or stay or incentive bonuses) or (y) Person who is not a Transferred Employee arising on or after the Closing; (xiiq) any other obligations and liabilities or obligations imposed upon, for which Seller has expressly assumed or retained by the Seller or any of its Affiliates responsibility pursuant to any Related this Agreement;. (xiiir) any all obligations and liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant relating to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in product liability claims with respect of compensation or similar benefits accruing or arising to occurrences prior to the Closing under any term or provision of any contract, instrument or agreement Date; (s) all obligations and liabilities relating to any of accrued vacation accruing prior to the Assets other than such obligations Closing Date with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the ClosingTransferred Employees; and (xvt) any all obligations and liabilities relating to medical benefits accruing or obligations of the Seller arising from the breach by the Seller on or with respect to occurrences prior to the Closing of any term or provision of any contract, instrument or agreement relating Date with respect to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded LiabilitiesTransferred Employees."

Excluded Liabilities. The Buyer shall Except for the Assumed Liabilities specifically set forth in Section 2.3 above, Purchaser is not assume assuming, and the Assumed Liabilities expressly exclude, any other debt, liability, duty or obligation, whether known or unknown, fixed or contingent, of Seller or Seller Subsidiaries, (the “Excluded Liabilities”), including, without limitation, the following: (a) any liability or obligation (including accounts payable) owed to the shareholder of the Seller or any Affiliate of the Seller (other than accrued salary, wages, commissions or bonuses that are primarily related to the Messaging Business and any intercompany transactions reflected on the Final Working Capital Schedule); (b) current liabilities that are part of the Excluded Working Capital and are therefore not included in the Final Working Capital Schedule; (c) all Taxes arising from or with respect to the Transferred Assets or the Messaging Business that were incurred in or attributable to any period, or any portion of any period, ending on or prior to the Closing Date (the “Pre-Closing Tax Period”) and all Taxes of the Acquired Subsidiaries incurred or attributable to Pre-Closing Tax Periods (except to the extent such liability is taken into account in the Final Working Capital Schedule, collectively, “Pre-Closing Taxes”); (d) any Closing Date Indebtedness; (e) the payment of any retention bonus required to be obligated to paypaid by the Seller or any of the Messaging Subsidiaries upon consummation of the transactions contemplated hereby; (f) except as provided in Section 6.3, perform any severance, bonus, or otherwise discharge deferred compensation obligations, Benefits Liabilities or any of the following liabilities or obligations:obligations pertaining to any of the Transferred Employees, Seller Employee Benefit Plans or any ERISA Affiliate Plans, and all obligations and liabilities related to Messaging Business Employees who are not Transferred Employees; (g) any liability retained by the Seller or the Selling Subsidiaries arising in respect of or relating to any Employee Benefit Plan or any ERISA Affiliate Plans not assumed by Purchaser; (h) (x) obligations and liabilities under this Agreement, the Transaction Documents and any other agreement, certificate or other document executed by the Seller or the Selling Subsidiaries in connection with this Agreement; (y) obligations and liabilities arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and (z) any fees and expenses of counsel, accountants, brokers, financial advisors or other experts of the Seller, including fees and expenses of Jefferies Broadview International LLC; (i) any all known liabilities as of the date of this Agreement not set forth on the Disclosure Schedule with respect to all actions, suits, proceedings, disputes, claims or obligations investigations arising out of or related principally to the Messaging Business or that otherwise arise out of or are related to the Transferred Assets arising prior to the Closing Date; (j) the Seller Retained Environmental Liabilities; (k) all workers’ compensation, product liability, automobile liability and general liability claims of the Seller in respect of any Excluded Assets or other assets of the Seller which are not Assets; (ii) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities Messaging Subsidiaries relating principally to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, Messaging Business which occurred prior to the Closing Date, provided that "off-site location" does not include or any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets incident arising prior to the Closing Date; (vii) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xvl) obligations and liabilities under any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations Contract which is not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilitiesan Assigned Contract."

Excluded Liabilities. The Under no circumstance shall Buyer shall not assume or be obligated to pay, perform and none of the Assets shall be or otherwise discharge become liable for or subject to, any of the Excluded Liabilities, including the following liabilities, which shall be and remain liabilities or obligationsof Sellers: (ia) any liabilities accrued on the Closing Balance Sheet other than the Assumed Liabilities; (b) liabilities or obligations for items characterized as deferred income taxes on the March 31 Balance Sheet and the Closing Balance Sheet or Taxes resulting from the consummation of the Seller in respect of Transaction; (c) liabilities or obligations associated with any Excluded Assets or other assets of the Seller which are not Assets; (iid) any liabilities or obligations associated with any and all indebtedness of Seller for borrowed money not included in respect of Taxes for which the Seller is liable pursuant to Section 7.8Assumed Liabilities; (iiie) any liabilitiesliabilities or obligations under the Assumed Contracts that are not Assumed Liabilities and liabilities or obligations arising under the Rejected Contracts or the Completed Contracts; (f) liabilities or obligations arising out of or in connection with claims, obligationslitigation and proceedings (whether instituted prior to or after Closing) for acts or omissions which occurred, or responsibilities relating to the disposalarise from events that occurred, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from including such liabilities or to obligations as are reflected on the AssetsMarch 31 Balance Sheet and will be reflected on the Closing Balance Sheet; (ivg) liabilities or obligations (i) to Sellers' employees (other than under the Employee Agreements), (ii) with respect to the Employee Benefit Plans and Other Plans, (iii) of Sellers to the Internal Revenue Service, PBGC or any liabilities, obligations or responsibilities other Governmental Authority relating to Sellers' employees, in each case arising from or relating to periods prior to Closing (whether or not triggered by the Easements Transaction or the announcement thereof) except to the extent reflected on the Closing Balance Sheet; (h) liabilities or obligations related to the ESOP, including, without limitation, those liabilities and obligations reflected on the Closing Balance Sheet; (i) penalties, fines, settlements, interest, costs and expenses arising out of or incurred as a result of any actual or alleged violation by any of Sellers of any Legal Requirement; (j) liabilities or obligations under the WARN Act, if any, arising out of or resulting from layoffs of employees by Sellers prior to Closing and/or the consummation of the Transaction sufficient in the aggregate to require notice under the WARN Act, but not those that may arise from any layoffs of Hired Employees by Buyer after the Closing; (k) liabilities related to any debtor in possession financing under Section 364(b), (c) or (d) of the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliatesBankruptcy Code; (vl) all liabilities of Sellers for expenses (i) of the negotiation and preparation of this Agreement, (ii) relating to the Transaction, (iii) of the filing and administration of the Bankruptcy Cases, in each case to the extent incurred by Sellers or any of them and including those related to legal counsel, accounting, brokerage and investment advisors fees and disbursements and (iv) any liabilities pending shareholder claim, litigation or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles;proceeding; and (vim) any liabilities amounts paid by or obligations relating on behalf of Sellers to any personal injuryJaco▇▇, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (vii) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including▇▇cluding, without limitation, any liabilities amounts paid by or obligations under on behalf of Sellers pursuant to the Consolidated Omnibus Reconciliation Act of 1985Jaco▇▇ ▇▇▇et Purchase Agreement (including the Break-Up Fee (as defined therein) and the Expense Reimbursement (as defined therein)), as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Jaco▇▇ ▇▇▇dit Agreement or any Related Agreement or Seller's the Jaco▇▇ ▇▇▇ Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilities."

Excluded Liabilities. The Buyer Notwithstanding anything to the contrary in Section 1.3, the Purchasers shall not assume or be obligated become responsible for any of the Sellers’ duties, obligations or liabilities that are not assumed by the Purchasers pursuant to paythe terms of this Agreement, perform the Bills of Sale or otherwise discharge the following liabilities Real Estate Assignments (the “Excluded Liabilities”), and the Sellers shall remain fully and solely responsible for all of the Sellers’ debts, liabilities, contract obligations, expenses, obligations and claims of any nature whatsoever related to the Acquired Assets or obligationsthe Facilities unless assumed by the Purchasers under this Agreement, in the Bills of Sale or in the Real Estate Assignments. The Excluded Liabilities shall include, without limitation: (a) any current liabilities of the Sellers with respect to the operation the Facilities prior to the Effective Date (i) any liabilities or obligations of the Seller in respect of any Excluded Assets or other assets of the Seller which are not Assetsincluded in Net Working Capital, and (ii) which are not otherwise specifically included in the Assumed Obligations; (iib) all liabilities of the Sellers arising out of or relating to any liabilities act, omission, event or obligations occurrence connected with the use, ownership or operation of the Facilities or any of the Acquired Assets prior to the Effective Date, other than as specifically included in respect of Taxes for which the Seller is liable pursuant to Section 7.8Assumed Obligations; (iiic) all intercompany liabilities of the Sellers with any liabilitiesof the Sellers’ affiliates, obligationsother than those relating to medical or other direct services provided by Seller or any of Sellers’ affiliates on fair market terms or liabilities relating to operation or ownership of the Facilities (such as for Accrued Paid Time Off), but only to the extent included in Net Working Capital; (d) all liabilities of the Sellers in connection with proceedings, claims, causes of actions, including claims of professional malpractice, general liability, property damage and workers’ compensation, to the extent arising out of or responsibilities relating to acts, omissions, events or occurrences prior to the Effective Date; (e) all liabilities of the Sellers relating to the disposalSeller Cost Reports; (f) all liabilities of the Sellers for violations of any law, storage, transportation, discharge, Release regulation or recycling, by rule to the extent arising from acts or for the Seller, of Hazardous Substances at any off-site location, which occurred omissions prior to the Closing Effective Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related those pertaining to the disposal, discharge Medicare and Medicaid fraud or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliatesabuse; (vg) all liabilities and obligations of Sellers in respect of periods prior to the Effective Date arising under the terms of the Medicare, Medicaid, Blue Cross, or other third party payor programs, and any liability of the Sellers arising pursuant to the Medicare, Medicaid, Blue Cross, or any other third party payor programs as a result of the consummation of any of the transactions contemplated under this Agreement; (h) overpayments determined to be due to Medicare through the conduct of the Medicare’s Recovery Audit Contractor program and to the State of Illinois through program audits or reviews conducted by the Illinois Department of Health Care and Family Services, to the extent related to any period prior to the Effective Date; (i) subject to Section 2.4, all federal, state, foreign or local tax liabilities or obligations which are or would be required of Sellers in respect of periods ending prior to be accrued the Effective Date, including, without limitation, any income tax, any franchise tax, any sales and/or use tax, and any FICA, FUTA, workers' compensation and any and all other taxes due and payable as a result of the exercise by the Seller on a balance sheet Hired Employees of such employees’ right to paid time off benefits accrued while in the employ of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principlesSellers; (vij) other than as specifically included in the Assumed Obligations, all liability for any and all claims by or on behalf of the Sellers’ employees to the extent such liability relates to the period ending prior to the Effective Date, including, without limitation, liability relating to such time period for (i) any pension, profit sharing, deferred compensation or any other employee health and welfare benefit plans, (ii) any EEOC claim, wage and hour claim, unemployment compensation claim or workers’ compensation claim, and (iii) all employee wages and benefits, including, without limitation, accrued paid time off benefits and taxes or other liabilities related thereto in respect of the Sellers’ employees; (k) all liabilities and obligations to retired and former employees of the Facilities, including health and welfare benefits; (l) any and all obligations to the Hired Employees under WARN as a result of the acts of the Sellers or any affiliate(s) of the Sellers on and after the Effective Date; (m) all liabilities or obligations relating (without regard to when such liability or obligation is actually due and/or payable by the Sellers) arising out of any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate breach by the Sellers prior to the ownership Effective Date of any Lease or operation by Assumed Contract, but only with respect to the Seller period from the date of the Assets prior to breach through the Closing Date; (viin) all liabilities of the Sellers under the Excluded Contracts; (o) all liabilities of the Sellers to the Hired Employees with respect to any pension liabilities and other deferred compensation liabilities as of the Closing Date; (p) all liabilities of the Sellers under the Seller Plans, and all administrative costs associated with the Seller Plans; (q) liabilities or obligations arising from any and all indebtedness of Sellers for borrowed money, including all obligations pursuant to or related to any long-term debt instruments pertaining to the Seller Sellers or any ERISA Affiliate of Facilities, including tax-exempt debt (the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any “Long-Term Debt”); (r) liabilities or obligations under the Consolidated Omnibus Reconciliation ▇▇▇▇-▇▇▇▇▇▇ Act of 1985, as amendedor other restricted grant or loan programs with respect to restricted grants or loans made prior to the Effective Date; (viiis) any all liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller or relating to actions (or alleged actions) of any of its obligations under this Agreement Sellers or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to affiliate of Sellers constituting the Closing; or illegal actssubject matter of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assetset al. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilities."v.

Excluded Liabilities. The Buyer It is hereby acknowledged and agreed that, aside from the Assumed Liabilities, Buyers shall not assume or be obligated to pay, perform or otherwise discharge any obligations or liabilities of Sellers or any of their Affiliates, whether or not related to the BCD Business and whether direct or indirect, known or unknown, or absolute or contingent, including, but not limited to, the following (all of such obligations and liabilities or obligations:not so assumed by Buyers being herein called the "Excluded Liabilities"): (ia) all Liabilities associated with trade accounts payable, accrued compensation and insurance (excluding those payables, accruals and insurance that are associated with the ADC Austria and ADC Argentina), commissions for the Argentina sales office, long-term and short-term acquisition debt associated with the acquisition of Comtec and the interest thereon, the Adatel Contract (excluding the Customer Obligations associated with the Adatel Contract assumed by Buyers, as set forth on Schedule 1.1(b)), any and all obligations or liabilities associated with or obligations arising from the termination of Eduardo D'Amico's employment wi▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇; Liabilities under Sellers' tuition reimbursement policy; payables to PricewaterhouseCoopers for state sales tax consulting services, Liabilities associated with the Seller in respect of any Excluded Assets or other assets of the Seller which are not AssetsCoop program, and Liabilities associated with Seren Innovations product returns; (iib) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; Liabilities (vincluding Taxes) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (vii) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to (other than the ADC Foreign Subsidiaries) incurred by any Related Agreement; (xiii) any liabilities Seller or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of its Affiliates in connection with the Assets conduct of their respective businesses other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the ClosingBCD Business; and (xvc) any liabilities Liability associated with the non-compliance by the Sellers or obligations the Buyers with the bulk sales Laws and any similar Laws in any applicable jurisdiction in respect of the Seller arising from the breach by the Seller on or prior to the Closing transactions contemplated in this Agreement, including, but not limited to, any applicable state Tax Law that may require notification of any term or provision state taxing authorities and related actions in respect of any contract, instrument or agreement relating to any bulk sales of assets outside of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilitiesordinary course of business."

Excluded Liabilities. The Parties acknowledge and agree that the sale to Buyer of the Subsidiary Assets has been structured for the benefit of Sellers as a sale of Sellers' direct or indirect ownership interests in the Subsidiaries, that by operation of law as a result of such sale Buyer will assume liabilities of the Subsidiaries which the Parties do not intend for Buyer to assume or be responsible and that, as among the Parties, such liabilities shall not constitute Assumed Liabilities but shall be Excluded Liabilities. Under no circumstance shall Buyer assume or be obligated to pay, perform and none of the Seller Assets or otherwise discharge Subsidiary Assets shall be or become liable for or subject to any of the following Excluded Liabilities, including the following, which shall be, become and remain liabilities or obligationsof Sellers: (ia) any all liabilities accrued on the Closing Balance Sheets other than those included in Net Working Capital; (b) liabilities or obligations of Sellers or the Seller Subsidiaries for Taxes in respect of periods ending on or prior to the Closing Date or resulting from the consummation of the transactions contemplated herein; (c) liabilities or obligations associated with any Excluded Seller Assets arising with respect to or other assets of the otherwise attributable to any Excluded Seller which are not Assets; (iid) the outstanding principal amount of, any accrued but unpaid interest on, or expenses arising with respect to any and all indebtedness of Sellers or the Subsidiaries for borrowed money; (e) liabilities or obligations in respect arising under any Assumed Contract before the Closing Date or resulting from any breach or default by any Seller or Subsidiary prior to the Closing Date of Taxes for which any Assumed Contracts or other Assumed Liabilities, liabilities arising out of the Seller is liable pursuant assignment to Section 7.8Buyer at Closing of any Assumed Contract, and liabilities arising under any Contracts not assumed by Buyer; (iiif) any liabilitiesliabilities or obligations arising out of or in connection with claims, obligationslitigation or proceedings described in Schedule 3.23, and claims, litigation and proceedings (whether instituted prior to or responsibilities relating to the disposal, storage, transportation, discharge, Release after Closing) for acts or recycling, by or for the Seller, of Hazardous Substances at any off-site location, omissions which allegedly occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities including litigation and other actions related to all peer review activities at the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets Hospital Businesses prior to the Closing Date; (viig) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation ▇▇▇▇-▇▇▇▇▇▇ Act of 1985, as amendedor other restricted grant or loan programs; (viiih) any except to the extent included in Net Working Capital on the Closing Balance Sheets and assumed by Buyer with a Purchase Price credit pursuant to Section 2.05(c), liabilities or obligations associated with to Sellers' employees, Employee Benefit Plans, the Response Actions required Internal Revenue Service, PBGC or any other Governmental Authority, arising from or relating to be performed periods prior to Closing (whether or not triggered by Seller the transactions contemplated by this Agreement), including liabilities or obligations arising under Section 7.12 any Employee Benefit Plan, EEOC claim, unfair labor practice, and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewithwage and hour practice; (ixi) any liability of Cost Report settlement payables relating to all Cost Report periods ending on or before the Seller Closing Date; (j) penalties, fines, settlements, interest, costs and expenses arising out of or incurred as a breach result of any actual or alleged violation by the any Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the ClosingLegal Requirement; and (xvk) any liabilities or obligations of the Seller arising from the breach by the Seller Excluded Contracts listed on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded LiabilitiesSchedule 2.04(k)."

Excluded Liabilities. The Buyer shall not assume or be obligated to pay, perform or otherwise discharge liable for the following liabilities or obligations:Liabilities of Seller (the “Excluded Liabilities”): (i) any liabilities or obligations Any Liabilities of the Seller in respect of any Excluded Assets or other assets of the Seller which are not Point Beach Assets; (ii) Any Liabilities of Seller for Taxes (i) attributable to the ownership, sale, operation, maintenance or use of the Point Beach Assets (including any liabilities withholding Taxes imposed on Seller with respect to the Transferred Employees) for taxable periods, or obligations in respect of portions thereof, ending before the Closing Date, except for Taxes for which the Seller Buyer is liable pursuant to Section 7.82.4 or Section 5.7 hereof, and (ii) imposed on Seller or Seller’s Qualified Decommissioning Fund as a result of the transactions contemplated by this Agreement; (iii) Any Liabilities of Seller arising under the NPPOSA, and any liabilitiesLiabilities of Seller arising under the Transitional Advisory Support Services Agreement, obligationsthe Interim Operating Agreement, or responsibilities relating to the disposalGeneration-Transmission Interconnection Agreement, storage, transportation, discharge, Release or recycling, by or for the Seller’s Agreements, of Hazardous Substances at any offthe Fuel Contracts, the Transferable Permits, the Dominion Lease, the Farmland Leases or the Non-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets Material Contracts prior to the Closing Date; (viiiv) Any Liabilities of Seller for any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any monetary fines or penalties imposed by governmental agencies a Governmental Authority, and investigatory, legal or similar costs incurred by Buyer resulting from an investigation or proceeding pending prior to the Closing; or illegal actsBuyer’s defense of such action, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) Point Beach Assets and (vi)accrued or imposed for events that occurred prior to the Closing Date; (xiv) Subject to Section 2.4, any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by Date, including, but not limited to, rental or for the account of Seller lease payments due and owing prior to the ClosingClosing Date pursuant to any leases relating to Tangible Personal Property; (xiivi) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or Any Liabilities arising prior to the Closing Date relating to Seller’s operations on, or usage of, the Easements, including Liabilities arising as a result of or in connection with loss of life, injury to persons or property or damage to natural resources, but only to the extent caused by Seller; (vii) Subject to Section 5.9 under which certain Benefit Plan Liabilities are assumed by Buyer, any term Liabilities of Seller or provision of any contract, instrument or agreement NMC relating to any Benefit Plan, any employee benefit plan as defined in Section 3(3) of ERISA, or any other plan, program, arrangement or policy established or maintained in whole or in part by Seller or NMC or by 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 Seller or NMC under Section 414(b), (c), (m) or (o) of the Assets other than Code (“ERISA Affiliate”) or to which Seller, NMC or any ERISA Affiliate contributes or contributed, including any multiemployer plan contributed to by Seller, NMC or any ERISA Affiliate or to which Seller, NMC or any ERISA Affiliate is or was obligated to contribute (the “Plans”), including, but not limited to any such obligations Liability of Seller (i) for the termination or discontinuance of, or Seller’s, NMC’s or an ERISA Affiliate’s withdrawal from, any such Plan, (ii) relating to benefits payable under any Plans, (iii) relating to the PBGC under Title IV of ERISA, (iv) relating to a multi-employer plan, (v) with respect to payment for capital improvements noncompliance with the notice requirements of COBRA, (vi) with respect to Canal Station any noncompliance with ERISA or any other applicable Laws, and (vii) with respect to any suit, proceeding or claim which would have been included in is brought against Buyer, any Plan or any fiduciary or former fiduciary of, any of the Capital Improvement Amount had such payment obligations been expended by or for the account Plans; (viii) Any Liabilities of Seller or NMC relating to the failure to hire, the employment or services or termination of employment or services of any individual, including wages, compensation, benefits, affirmative action, personal injury, discrimination, harassment, retaliation, constructive termination, wrongful discharge, unfair labor practices, or constructive termination by Seller or NMC of any individual, or any similar or related claim or cause of action attributable to any actions or inactions by Seller or NMC prior to the Closing; andClosing Date with respect to the Point Beach Assets, the Transferred Employees, Independent Contractors, applicants, and any other individuals who are determined by a court or by a Governmental Authority to have been applicants or employees of Seller or NMC or any Affiliate of Seller or NMC, or that are filed with or pending before any court, administrative agency or arbitrator prior to the Closing Date, provided that neither Seller nor NMC will have any Liability for similar actions or inactions by Buyer or any successor thereto on or after the Closing Date; (xvix) All Spent Nuclear Fuel Fees and any liabilities or obligations of the Seller arising from the breach by the Seller other fees associated with electricity generated at Point Beach and sold on or prior to the Closing Date; (x) All Liabilities of Seller for the off-Site transportation, off-Site disposal, off-Site storage and off-Site Release of Nuclear Material prior to the Closing Date; provided, that, for purposes of this Section 2.2, “off-Site” does not include any term location adjoining the Site to which Nuclear Material disposed of or provision of Released at the Site have migrated; (xi) Except as otherwise provided in this Agreement, any contractTaxes incurred by Seller’s Qualified Decommissioning Fund for taxable periods, instrument or agreement portions thereof, ending on or prior to the Closing Date; (xii) Any Liability for a Third Party Claim against Seller and relating to any the Point Beach Assets for personal injury, death or property damage (except for personal injury, death or property damage relating to Liabilities from Environmental Laws) suffered by such third party arising from the use or ownership of the Assets. All such liabilities Point Beach Assets prior to the Closing Date, but only to the extent directly resulting from the negligent acts or omissions of Seller; (xiii) Except as otherwise expressly provided herein, Liabilities of Seller to the extent arising from the execution, delivery or performance of this Agreement and obligations not being assumed pursuant the transactions contemplated hereby; and (xiv) Any other Liabilities expressly allocated to Section 2.4 are herein called the "Excluded Liabilitiesor retained by Seller in this Agreement."

Excluded Liabilities. The Buyer shall not assume Seller acknowledges that neither Parent nor any Purchaser is purchasing, assuming or be obligated becoming responsible for any direct or indirect, Liabilities, arising prior to, on or after the Closing Date of Seller or any of its Affiliates, other than the Assumed Liabilities and without limiting the foregoing, Seller (or its applicable Affiliate) is expressly retaining the Excluded Liabilities (as defined hereafter) and Seller agrees (or will cause its applicable Affiliate) to pay, perform or otherwise and discharge the following liabilities or obligations: Excluded Liabilities as and when such Excluded Liabilities become due. “Excluded Liabilities” means any and all (i) any liabilities or obligations Liabilities arising from Seller’s and its Affiliates’ conduct and operation of the Seller in respect of any Excluded Assets or other assets of Business (including the Seller which are not Transferred Assets; (ii) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include including any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet outstanding accounts payable of the Seller Business as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets date prior to the Closing Date; , environmental Liabilities (viiincluding those Liabilities arising from non-compliance with Environmental Laws) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller such employment Liabilities (in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closingeach case, other than with respect to the liabilities described Assumed Liabilities expressly set forth above in Sections 2.3(vSection 2.3(a) and (vi); (xi) any payment obligations the possible reimbursement of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included certain severance payments as expressly contemplated in the Capital Improvement Amount had such payment obligations been expended by or for the account last two sentences of Seller prior Section 7.5(a)); (ii) Liabilities related to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller Taxes arising from the breach by development, use or attainment of the Seller Transferred Assets or operation of the Business attributable to periods (or portions thereof) ending on or prior to the Closing Date and Seller’s share of Transfer Taxes and Periodic Taxes pursuant to Sections 9.1 and 9.2; and (iii) any term or provision of any contract, instrument or agreement Liabilities to the extent relating to the Excluded Assets. For the purposes of clarity, the assumption by the Purchasers of the Assumed Liabilities shall not prohibit the Purchasers or Parent from contesting with any third party the amount, validity or enforceability of any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Assumed Liabilities."

Excluded Liabilities. The Buyer only Liabilities which Purchaser shall assume and to which the Purchased Assets shall be subject are the Assumed Liabilities and all other Liabilities shall be retained by the Sellers. For the avoidance of doubt, the Liabilities listed below are excluded and shall not assume be assumed or discharged by Parent or its Affiliates and instead shall be obligated to pay, perform or otherwise discharge retained by the following liabilities or obligationsSellers: (ia) any liabilities All Liabilities arising out of or obligations of relating to the Seller in respect of any Excluded Assets or other assets of the Seller which are not Assets; (iib) any liabilities All Liabilities for Transfer Taxes imposed or obligations in respect assessed as a result of Taxes for which the Seller is liable transactions effected pursuant to Section 7.8this Agreement; (iiic) All Liabilities of the Sellers with respect to any liabilities, obligations, or responsibilities indebtedness for borrowed money; (d) All Liabilities relating to the disposal, storage, transportation, discharge, Release claims for overcharges made or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred billed prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the AssetsClosing; (ive) Any Liabilities or obligations of any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities Seller under any Contract related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused breaches by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets its obligations thereunder occurring prior to the Closing Date; (viif) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any Any payment obligations of the any Seller for goods delivered or services rendered prior to the Closing (other than (i) Warranty Claims, and (ii) "orbital payments" and similar payments arising out of the operation of the Purchased Satellites, including those to become due pursuant to the terms of the Purchased Satellite Procurement Contracts, Revised Procurement Contract and New Procurement Contract); (g) Any Liabilities, obligations or responsibilities whatsoever relating to any "employee benefit plan" (as defined in Section 3(3) of ERISA) maintained by any Seller, any ERISA Affiliate, any Subsidiary or any Affiliate of any Seller whether or not relating to employees associated with the Purchased Assets, including any multiemployer plan, maintained by or contributed to by any Seller or any ERISA Affiliate, or as to which any Seller, Subsidiary, ERISA Affiliate or Affiliate of any Seller is obligated to contribute to, at any time, including any such obligations Liability (i) to the Pension Benefit Guaranty Corporation under Title IV of ERISA; (ii) relating to a multiemployer plan; (iii) with respect to payment for capital improvements non-compliance with the notice or benefit continuation requirements of COBRA; or (iv) with respect to Canal Station any non-compliance with ERISA or any other applicable laws; (h) Except as provided in Section 8.2(c), all Liabilities with respect to any Persons at any time employed by any Seller or its Affiliates in connection with the operation or ownership of the Transferred Business or the Purchased Assets, whether known or unknown, fixed or contingent which would have been included in arise out of events occurring prior to employment of any of such Persons, if at all, by Purchaser; (i) All Liabilities arising from the Capital Improvement Amount had such payment obligations been expended by ownership or for operation of the account of Seller Purchased Assets prior to the Closing; (xiij) Except as provided in Section 8.2(c), any liabilities or obligations imposed upon, assumed or retained Liabilities arising under the Worker Adjustment and Retraining Notification Act (the "WARN Act") in connection with the Sellers' termination of any employees; and (k) All Liabilities assessed by the Seller or any FCC for violations of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wagesstatutes, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations rules and policies with respect to payment for capital improvements to Canal Station which would have been included in Sellers' operation of the Capital Improvement Amount had such payment obligations been expended by or for Purchased Assets and the account of Seller Transferred Business prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilities."

Excluded Liabilities. The Buyer has not agreed to pay, perform or discharge any Liability of Sellers, and shall not assume any Liability of Sellers, except to the extent this Agreement expressly provides that Buyer shall assume such Liability. Without limiting the generality of the preceding sentence, and notwithstanding anything else to the contrary herein, Sellers shall retain, and shall be responsible for paying, performing and discharging, when due, and Buyer shall not assume or be obligated have any responsibility for, any Liabilities of Sellers or any Liabilities related to paythe Business, perform or otherwise discharge other than the following liabilities or obligationsAssumed Liabilities (individually and collectively, the “Excluded Liabilities”). Excluded Liabilities shall include, without limitation, the following: (a) all Liabilities relating to, in connection with or arising out of the Excluded Assets or the Retained Business; (b) all Liabilities relating to, in connection with or arising out of the Indebtedness of Sellers; (c) all legal, accounting, brokerage, investment banking, financial advisory and finder’s fees and other fees and expenses incurred by or on behalf of Sellers in connection with this Agreement, the Ancillary Agreements or the transactions contemplated herein or therein, including all Brokers’ and Finders’ Fees Liabilities; (d) all Liabilities related to, in connection with or arising out of any breach by any Seller or Seller Owner of this Agreement or any of the Ancillary Agreements; (e) all Liabilities related to the 2017 User Conference; (f) all Liabilities under any Contract that is not an Assumed Contract; (g) all Liabilities for Taxes (i) of any liabilities or obligations of the Seller in respect of Parties for any Excluded Assets or Tax period (other assets of the Seller which are not Assets; than Transfer Taxes), (ii) any liabilities or obligations in with respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release Business or recycling, by the Purchased Assets for any Tax period (or for the Seller, of Hazardous Substances at any off-site location, which occurred portion thereof) ending on or prior to the Closing Date, provided that "offincluding, for the avoidance of doubt, the portion of any Straddle Period ending on the Closing Date (the “Pre-site location" does not include any location contaminated by Hazardous Substances migrating Closing Tax Period”), (iii) resulting from a breach of the representations and warranties set forth in Section 4.7 or the covenants in Section 6.2, or (iv) otherwise allocated to the AssetsSeller Parties pursuant to Section 6.2 (including Transfer Taxes); (ivh) all Liabilities relating to, in connection with or arising out of any liabilities, obligations Seller Benefit Plan or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliatesemployee benefits; (vi) all Liabilities to Sellers’ employees or consultants and any liabilities withholding or reporting obligations which are relating to compensation paid or would be required payable to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principlesemployees or consultants; (vij) all Liabilities and any liabilities indemnification obligations related to directors, officers, members or managers of Sellers; (k) all Liabilities relating to, in connection with or arising out of obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice perform under the Assumed Contracts on or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (viil) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller includingall Liabilities relating to, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller with or arising out of any breach or default (or any event or circumstance that would constitute a breach by or default with or without notice, the Seller passage of any of its obligations under this Agreement time or any Related Agreement both), failure to perform or Seller's Agreement; (x) any fines overcharges or penalties imposed by governmental agencies resulting underpayments, in each case arising from an investigation events, actions or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller inactions prior to the Closing, other than with respect to under the liabilities described in Sections 2.3(v) and (vi)Assumed Contracts; (xim) all Liabilities of Sellers to any payment obligations current or former stockholder, member, option holder, profits interest holder, manager, officer or director of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant Sellers’ Subsidiaries, including any Claims by any such Person arising out of, in connection with or relating to any Related this Agreement; (xiii) any liabilities , the Ancillary Agreements or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreementtherein; (xivn) any obligations for wagesall Liabilities relating to, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under out of or in connection with any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations Claim with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by operation of the Business or for the account of Seller Purchased Assets prior to the Closing, whether such Claim is brought prior to, on or after the Closing Date; (o) all Litigation Obligations; (p) all Compliance Liabilities; (q) all Intellectual Property Liabilities; (r) all Pre-Closing Environmental Liabilities; (s) all Seller Transaction Expenses; (t) all Liabilities for amounts payable as “change of control,” sales, bonus, incentive or severance payments in connection with this Agreement or the transactions contemplated herein; and (xvu) all Liabilities pertaining to the Business or any liabilities Purchased Asset and relating to, arising out of or obligations of the Seller arising resulting from the breach by the Seller noncompliance on or prior to the Closing of Date with any term Rule or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded LiabilitiesContract."

Excluded Liabilities. The Buyer Notwithstanding any other provision of this Agreement to the contrary, Seller is not assigning and Purchaser is not assuming and the Assumed Liabilities shall not assume or be obligated include any liabilities related to pay, perform or otherwise discharge any of the following liabilities or obligations:matters (the "Excluded Liabilities"): (i) a. any liabilities or obligations of the Seller in respect of related to any Excluded Assets Environmental Claim against Seller or other assets of the Seller which are not Assets; (ii) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating related to the disposal, storage, transportation, discharge, Release or recycling, by or for Real Property to the Seller, extent the factual basis of Hazardous Substances at any off-site location, which such claim occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitationbut not limited to, liabilities related to the disposal, discharge or Release violation of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets Environmental Laws occurring prior to the Closing Date; (vii) b. any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability Liability of the Seller arising out as a result of the Seller's breach of contract or agreement, the Seller's commission of a breach by tort or the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreementviolation of a Legal Requirement; (x) c. any fines liability for products or penalties imposed services sold or provided by governmental agencies resulting from an investigation or proceeding pending Seller prior to the Closing; Closing Date; d. any Liability to any present or illegal actspast employee of the Seller relating to any pension or benefit plan of the Seller, willful misconduct including but not limited to, the Liabilities described in Section 1.6b. other than as set forth in Section 4.4; e. any obligation of the Seller to pay any Tax of any kind or gross negligence nature related to the operations of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi)Closing Date; (xi) f. any payment obligations Liability of the Seller for goods delivered borrowed money or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account any Liability of Seller prior to for any accounts payable or Liability incurred in connection with the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any operation of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller Seller's Angleton Division on or prior to the Closing Date except for the Assumed Liabilities; g. any Liability incurred by the Seller for legal fees, accounting fees, brokerage costs or any other cost or expense incurred in connection with the transactions contemplated by this Agreement, including escrow and closing costs and title insurance costs contemplated by this Agreement; and h. any Liability of Seller related to the advertising of Seller's products, including, but not limited to, any advertising or contracts related to trade shows, advertising in medical journals, contracts with public relations firms or consultants and any other advertising of any term kind or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilitiesnature whatsoever."

Excluded Liabilities. The Buyer Notwithstanding anything to the contrary in this Agreement, except for the Assumed Liabilities, neither Purchaser nor any of its Affiliates shall not assume hereunder, and in no event be deemed to have assumed, and Seller and its Affiliates shall retain, any and all Liabilities of Seller and/or its Affiliates, including any Liabilities of Seller and/or its Affiliates arising from or be obligated to pay, perform or otherwise discharge the following liabilities or obligations: (i) any liabilities or obligations of the Seller in respect of any Excluded Assets or other assets of the Seller which are not Assets; (ii) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to (a) the disposalExisting Medicare Advantage Plans, storage, transportation, discharge, Release including the provision of coverage or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred services to Seller Enrollees thereunder prior to the Closing Date, provided that "off-site location" does not include and any location contaminated filings or reports submitted to CMS by Hazardous Substances migrating from Seller or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets its Affiliates prior to the Closing Date; , (viib) any liabilities or obligations the performance of the Existing Medicare Advantage Contracts, (c) if the Closing occurs after January 1, 2017, (i) the 2017 Seller Medicare Advantage Plans, including the provision of coverage or services to Seller Enrollees thereunder prior to the Closing Date, and any filings or reports submitted to CMS by Seller or any ERISA Affiliate of its Affiliates prior to the Closing Date, (ii) if applicable, the performance by Seller of the Seller under any Benefit Plan 2017 Split Year Medicare Advantage Contracts prior to the Closing Date and (iii) if the Closing occurs on or after the 2018 Medicare Advantage Contract Entry Date, the performance of the 2017 Seller or any ERISA Affiliate Medicare Advantage Contracts, (d) all Taxes of Seller, including Taxes resulting from the sale of Purchased Assets pursuant to this Agreement and Taxes of Seller covering any employees of in Pre-Closing Tax Periods with respect to the Seller or any ERISA Affiliate of Purchased Assets; provided that Liabilities for Transfer Taxes and Apportioned Obligations shall be allocated in the Seller includingmanner set forth in Section 5.16, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viiie) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement the Existing Medicare Advantage Contracts, the 2017 Seller Medicare Advantage Contracts or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered Conveyed Medicare Advantage Contracts occurring prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included Date, or (f) a breach of any change of control provision set forth in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the contract between Seller or any of its Affiliates pursuant Subsidiaries and any material Provider that occurs as a result of the closing of the Humana Acquisition, (g) relating to any Related Agreement; (xiii) any liabilities or obligations of Action filed with a Governmental Authority with respect to the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising Purchased Assets prior to the Closing under any term Date, or provision of any contract, instrument or agreement (h) relating to any of the Excluded Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in (collectively, the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "“Excluded Liabilities”)."

Excluded Liabilities. The Notwithstanding any provision in this Agreement to the contrary, Buyer shall not assume and shall not be obligated to assume or be obligated obliged to pay, perform or otherwise discharge any Liability of Sellers, and Sellers shall be solely and exclusively liable with respect to all Liabilities of Sellers, other than the Assumed Liabilities (such Liabilities other than Assumed Liabilities, collectively, the “Excluded Liabilities”). For purposes of clarity, and without limitation of the generality of the foregoing, the Excluded Liabilities shall include each of the following liabilities or obligationsLiabilities of Sellers, other than the Assumed Liabilities: (ia) any liabilities or obligations all indebtedness for borrowed money of the Seller in respect of any Excluded Assets or other assets of the Seller which are not AssetsSellers; (iib) any liabilities all guarantees of third party obligations by Sellers and reimbursement obligations to guarantors of Sellers’ obligations or obligations in respect under letters of credit; (c) all accrued expenses and accounts payables, other than the Assumed Accounts Payables; (d) Asset Taxes for which that are the Seller is liable responsibility of the Sellers pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (vii) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi8.1(b); (xie) those Actions and Proceedings set forth on Disclosure Schedule 5.15; (f) all Liabilities of Sellers to any payment obligations owner or former owner of the Seller capital stock or warrants, or holder of indebtedness for goods delivered borrowed money; (g) drafts or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to checks outstanding at the Closing; (xiih) any liabilities or obligations imposed upon, assumed or retained by claims to the Seller or any of its Affiliates pursuant extent related to any Related Agreementthe Excluded Assets; (xiiii) all Liabilities with respect to the Company’s and its Subsidiaries’ employees, including under the WARN Act, relating to any liabilities act or obligations of the Seller resulting from entering into or performing its obligations pursuant omission occurring prior to or consummating on the transactions contemplated herein or in Closing Date, regardless of when a claim for any Related Agreementsuch Liabilities is brought; (xivj) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior all Liabilities related to the Closing under any term or provision Office Lease; (k) all Liabilities of any contract, instrument or agreement relating to any of the Assets other than such obligations Sellers in connection with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior Suspense Funds to the Closingextent such funds are not delivered by Sellers to Buyer; and (xvl) any liabilities all Liabilities, duties or claims related to the Bankruptcy Case, the costs or administration of the Bankruptcy Case, or Seller’s duties or obligations of arising under the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded LiabilitiesBankruptcy Code."

Excluded Liabilities. The Buyer Assumed Liabilities shall not assume or be obligated to pay, perform or otherwise discharge exclude the following (“Excluded Liabilities”), each of which shall remain liabilities and obligations of, and shall be paid, performed and discharged by the Vendors or obligationsParent as and when due: (ia) any liabilities or obligations of the Seller in respect of Excluded Entities; (b) any Excluded Assets liabilities or other assets obligations arising out of the Seller which are not Excluded Assets; (iic) any liabilities or obligations constituting or arising from or relating to the Third Party Debt; (d) all income Tax liabilities related to the periods prior to the Effective Time; (e) all liabilities for remittance of any Tax, including employee remittance Taxes but not including the liabilities referred to in Section 2.3(ix), to the extent such amount has been collected by or on behalf of the Vendors, but not remitted to the applicable Tax Authority prior to the Effective Time, except to the extent included as liabilities on the Parent Net Working Capital Statement; (f) all Intercompany debt; (g) liabilities for contributions to the Union Plans as required pursuant to a Collective Agreement that are due and payable prior to the Effective Time, except to the extent included as liabilities on the Parent Net Working Capital Statement, and liabilities directly arising out of the performance by any employee of the Vendors of the duties of a trustee of any Union Plan prior to the Effective Time; (h) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8Excluded IT Employees; (iiii) any liabilities, obligations, liability or responsibilities relating to obligation of the disposal, storage, transportation, discharge, Release Vendors or recycling, by Parent under this Agreement or for any of the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the AssetsAncillary Agreements; (ivj) without limiting Section 6.11, any liabilitiesobligations to Employees or Excluded IT Employees to provide shares, obligations rights to acquire shares or responsibilities relating to other equity interests in any of the Easements including, without limitation, liabilities related to the disposal, discharge Vendors or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliatesParent; (vk) any liability to pay retention or completion bonuses to any Employees or Excluded IT Employees as a result of the completion of the Transactions; and (l) any liabilities or obligations which are related to any real property (including any fixtures and appurtenances thereto, or would be required to be accrued by the Seller on tangible or intangible assets disposed in connection therewith) that was previously used in or comprising a balance sheet part of the Seller as Business and was disposed of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (vii) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded LiabilitiesEffective Time."

Excluded Liabilities. The Except for the liabilities and obligations expressly assumed by Buyer in Section 2.1, Buyer shall not assume or be obligated to pay, perform or otherwise discharge the following liabilities or obligations: (i) responsible for any liabilities or obligations of Sellers or any predecessor of Sellers, regardless of nature, whether accrued, unaccrued, absolute, contingent, known or unknown (“Excluded Liabilities”) and those Excluded Liabilities shall remain the Seller in respect sole obligation and responsibility of Sellers. The Excluded Liabilities shall include, without limitation, the following: (a) Liabilities relating to or arising from any Excluded Assets or other assets of the Seller which are not Excluded Assets; (iib) any liabilities or obligations Liabilities in respect of Taxes Taxes, including without limitation all income, sales, or use taxes based on or measured with respect to the earnings, sales of, or purchases by the Business, for which periods on or before the Seller is liable pursuant to Section 7.8Closing Date; (iiic) the fees and expenses incurred by the Sellers in connection with the negotiation and execution of this Agreement and the closing of the related transaction; (d) all salaries, bonuses, sales commissions, consulting fees and other forms of compensation payable to any liabilitiescurrent or former employee or agent of Sellers for services rendered on or before the Closing Date and the payroll and withholding Taxes related thereto; (e) all Liabilities with respect to Sellers’ Plans and all Liabilities and obligations relating to, obligationsand with respect to, the former employees and Employees and the former employees’ and Employees’ dependents with respect to, or responsibilities arising from, former employees’ and Employees’ employment with Sellers including, without limitation, all Liabilities and obligations of Sellers and Sellers’ ERISA Affiliates to provide COBRA group health plan continuation coverage to Employees who do not become employees of Buyer immediately following the Closing and their dependents and former employees of Sellers and their dependents and all other Liabilities under COBRA or otherwise relating to Sellers’ termination of former employees’ and Employees’ employment with Sellers. For clarity, Buyer is accepting responsibility for COBRA liability and notification for any Transferred Employee (and their dependents) who becomes an employee of Buyer immediately following the disposalClosing; (f) all Liabilities for workers compensation, storageoccupational exposure, transportationintentional torts, dischargegeneral liability or product liability claims arising out of an Occurrence on or before the Closing Date; provided, Release however, that Excluded Liabilities shall not include Liabilities for workers compensation, occupational exposure, intentional torts, general liability or recycling, by product liability claims arising out of an Occurrence after the Closing Date; (g) all Liabilities for any Proceeding that arises out of the conduct of the Business or for ownership of the Seller, Transferred Assets on or before the Closing Date; (h) all Liabilities under Environmental and Safety Laws arising from or relating to ownership or operation of Hazardous Substances at any off-site location, which occurred the Business or Real Property prior to the Closing Date, provided that "off-site location" does not include including without limitation liabilities and obligations for any location contaminated by Hazardous Substances migrating from Environmental Condition or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release Environmental Claim regardless of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to asserted before or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (vii) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xvi) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior notes and accounts receivable owed to the Closing Retained Businesses by Parent; and (j) any indebtedness for borrowed money of any term or provision of any contract, instrument or agreement relating Sellers to any of third parties (other than the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilitiescapital leases listed on Schedule 2.1)."

Excluded Liabilities. The Other than the Assumed Liabilities, all Liabilities of Seller (the "Excluded Liabilities") shall remain the sole responsibility of Seller and shall be retained, paid, performed and discharged solely by Seller, and Buyer shall not assume have no Liability or be obligated to payresponsibility for any Excluded Liabilities. The definition of "Excluded Liabilities" shall include, perform or otherwise discharge the following liabilities or obligationswithout limitation: (ia) any liabilities Liability for Taxes to the extent arising from or obligations of the Seller in respect of any Excluded Assets or other assets of the Seller which are not Assets; (ii) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets activities prior to the Closing Date; (viib) all indebtedness, capital lease obligations and other financing arrangements, other than those assumed by Buyer pursuant to any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amendedAssigned Contract; (viiic) any liabilities Liability arising out of or obligations associated in any way connected with any litigation, action, suit, investigation, indictment, information or arbitration relating to Seller or the Response Actions required Business or the Purchased Assets to be performed by Seller under Section 7.12 and any costs incurred by federalthe extent arising from or relating to events or omissions prior to the Closing Date, state whether or local governmental authorities imposed on Buyer or Seller in connection therewithnot disclosed to Buyer; (ixd) any liability Liability arising from or relating to any Excluded Asset; (e) any Liabilities incurred by Seller not included in the Assumed Liabilities; (f) any Liabilities arising from any breach or default by Seller of an Assigned Contract prior to the Closing Date; (g) any Liabilities of Seller arising incurred in connection with any business or activity of Seller other than the Business; (h) except for the Liabilities assumed pursuant to Section 1.3(c), any Liability under an Assigned Contract which arises after the Closing Date, but which arises out of a breach by or default that occurred before the Closing Date; (i) any Liability under or in connection with (A) the Employee Benefit Plans or relating to payroll, unused vacation, sick leave, worker's compensation, unemployment benefits, pension benefits, employee stock options, health care plans or benefits, or any other employee plans or benefits of Seller of any kind for Seller's employees or former employees, or both, (B) any multiemployer plan (as defined in Section 3(37) and 4001(a)(3) of its obligations ERISA) or (C) COBRA (as hereinafter defined) with respect to any current, active or former employees of Seller or Parent (and their respective spouses and dependents); (j) any Liability under this Agreement any employment, severance, retention, or termination agreement between Seller and any employee of Seller; (k) any Liability arising out of or relating to any employee grievance to the extent arising from or relating to events or omissions prior to the Closing Date, whether or not the affected employees are hired by Buyer; (l) any Liability under the Settlement Agreement, dated as of May 25, 2011 (as amended, the "PBGC Settlement Agreement") by and among Seller, the Debtors (as defined in the PBGC Settlement Agreement) and Pension Benefit Guaranty Corporation; (m) any Liability to indemnify, reimburse, or advance amounts to any officer, director, employee, or agent of Seller for work or services performed prior to the Closing Date; (n) any Environmental Liability, Environmental Claim or Environmental Loss arising before, on or after the Closing Date that is not related to the Owned Real Property; (o) any product liability claims with respect to products manufactured and sold by Seller or any Related Agreement or of Seller's Affiliates prior to the Closing Date; (p) any Liability arising out of or relating to any contract that is not an Assigned Contract; (q) all other Liabilities (other than Assumed Liabilities) related to Seller's past or present operations of the Business, including any Liabilities related to expenses incurred by Seller to complete the transaction contemplated by this Agreement; (xr) any fines Liabilities arising out of or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior related to (i) any failure to comply with the Closing; or illegal acts, willful misconduct or gross negligence provisions of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered RIDEM Settlement Agreement prior to the Closing other than such obligations or (ii) any failure to execute, record, deliver to RIDEM or comply with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by provisions of the ELUR or for the account of Seller prior any similar document or instrument to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained extent required by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations terms of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller RIDEM Settlement Agreement prior to the Closing; and (xvs) any liabilities or obligations of the Seller arising from the breach by the Seller Liabilities set forth on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded LiabilitiesSchedule 1.4(s)."

Excluded Liabilities. The Notwithstanding anything to the contrary in this Agreement (including Section 2(d) above), Buyer shall not assume or be obligated to pay, perform or otherwise discharge liable for any of the following obligations or liabilities or obligations:of Seller (the “Excluded Liabilities”): (i) any obligations or liabilities of Seller to Buyer under this Agreement or obligations of the Seller in respect of any Excluded Assets or other assets of the Seller which are not Assetsagreements with Buyer contemplated hereby; (ii) except as otherwise specifically provided in this Agreement (including Section 9(e) with respect to Taxes that may be imposed as a result of the sale and transfer of the Assets), any obligations or liabilities of Seller for expenses or obligations in respect fees (including brokers’ fees) incident to or arising out of Taxes the negotiation, preparation, approval or authorization of this Agreement and the other agreements contemplated hereby or the consummation (or preparation for which the Seller is liable pursuant to Section 7.8consummation) of the transactions contemplated hereby and thereby, including attorneys’ and accountants’ fees (collectively, the “Seller’s Expenses”); (iii) any liabilities, obligations, obligations or responsibilities relating liabilities of Seller or any of its Subsidiaries with respect to Taxes imposed on or measured by the disposal, storage, transportation, discharge, Release net income of Seller or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assetsits Subsidiaries; (iv) any liabilities, obligations or responsibilities relating liabilities under Seller’s 2006 Executive Compensation Program, 2006 Stay Bonus and Severance Plan, Success Sharing Plan (also referred to as the Easements includingLong-Term Incentive Plan), without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliatesand 2006 Stay Bonus and Severance Policy; (v) any obligations or liabilities of Seller or obligations which are its Subsidiaries for or would be required in respect of indebtedness for borrowed money (together with all accrued interest, prepayment premiums or penalties related thereto), and under any contract or instrument relating to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principlesor evidencing such indebtedness for borrowed money; (vi) any obligations or liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate related to the ownership closing of, or operation by termination of operations at, the Seller Excluded Subsidiaries (including for the dissolution or liquidation thereof) and any facility closing in respect of the Assets prior such Excluded Subsidiaries (except to the extent reflected as a current liability in the calculation of Closing DateNet Working Capital or listed or described on Schedule 2(d)(vi)); (vii) any related-party payables, including any obligations or liabilities of Seller or obligations its Subsidiaries to the stockholders of the Seller or any ERISA Affiliate their Affiliates (except to the extent reflected as a current liability in the calculation of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended;Closing Net Working Capital); and (viii) any obligations or liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior extent relating to the ClosingExcluded Business (whether the same arise or are incurred or otherwise relate to periods prior to, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered on or services rendered prior to after the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded LiabilitiesDate)."

Excluded Liabilities. The Except as expressly set forth in Section 1.4, Buyer shall not neither assume or be obligated to paynor become responsible for any Liabilities of Sellers at the Closing (collectively, perform or otherwise the “Excluded Liabilities”). All Excluded Liabilities shall remain the sole obligation and responsibility of Sellers and Sellers shall promptly discharge any such Liabilities in accordance with the following liabilities or obligations: (i) any liabilities or obligations past practices of the Seller Business. Except as expressly set forth in respect of any Section 1.4, the Excluded Assets Liabilities shall include all liabilities and obligations arising from or other assets relating to ownership or operation of the Seller which are not Assets; (ii) any liabilities Business or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred Assets prior to or on the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related the following: (a) Liabilities relating to or arising in respect of any of the disposalExcluded Assets; (b) the fees and expenses incurred by Sellers in connection with negotiating, discharge preparing, closing and carrying out the provisions of this Agreement, including, but not limited to, the fees, disbursements and expenses for Sellers’ investment bankers, attorneys, accountants, and any other consultants; (c) all salaries, bonuses, sales commissions and consulting fees payable to any current or Release former employees or agents of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery Sellers for services rendered prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (viid) any liabilities or obligations one-half of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than personal property Taxes with respect to the liabilities described in Sections 2.3(vAssets payable with respect to 2004, and all Taxes for any Tax period or portion thereof ending on or before the Closing Date (or for any Tax period beginning before and ending after the Closing Date to the extent allocable to the portion of such period up to and including the Closing Date). (e) all Liabilities of Parent or Sellers with respect to vacation, sick pay, holiday, and (vi)severance payments prior to or on the Closing Date; (xif) Liabilities under Sellers’ Employee Benefit Plans, Sellers’ Benefit Arrangements, and any payment obligations of the Seller for goods delivered Multiemployer Plan in which Sellers or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would an ERISA affiliate have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closinga participating employer; (xiig) any liabilities or obligations imposed upon, assumed or retained by the Seller or any indebtedness for borrowed money of its Affiliates pursuant to any Related AgreementSellers; (xiiih) any liabilities all Liabilities under Environmental Laws arising from or obligations relating to ownership or operation of the Seller resulting from entering into or performing its obligations pursuant Business and Assets prior to or consummating on the transactions contemplated herein or in any Related Agreement; (xiv) any Closing Date, including without limitation liabilities and obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation any Environmental Condition, and any Environmental Claim related thereto, which concerns the Real Property and any other property previously owned, leased or similar benefits accruing otherwise used in or by the Business, regardless of whether any such Liabilities or Environmental Claims arising prior from or relating to pre-Closing periods are asserted before or after the Closing under any term or provision of any contractDate (collectively, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing“Pre-Closing Environmental Liability”); and (xvi) any liabilities or obligations of the Seller all Liabilities, including without limitation, defense costs, arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement and relating to any of pending or threatened worker’s compensation or other litigation or claims arising from events or incidents prior to or on the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded LiabilitiesClosing Date."

Excluded Liabilities. (a) Buyer is hereby acquiring the Assets, as such it is expressly agreed and understood that the Buyer shall not assume any liabilities. Without limitation of the foregoing, Buyer is not assuming any: (i) claims of patent infringement existing prior to and as of the date hereof (ii) liability for any Taxes (as defined herein), (iii) Employee Plans (as defined herein), (iv) liabilities or obligations incurred on behalf or owed to any employees of Seller, (v) liabilities or obligations of Seller for indebtedness to any of its shareholders or other equity owners or to any person associated therewith, (vi) except as otherwise specifically provided herein, liabilities or obligations of Seller for expenses with respect to this Agreement or any of the transactions contemplated hereunder including, without limitation, legal and accounting fees, (vii) liabilities or obligations incurred by Seller which violate or breach any representation, warranty, covenant or agreement of Seller included herein or made in connection herewith (viii) liabilities or obligations with respect to any and all outstanding accounts payable as of the date hereof (vii) or (ix) any other liabilities or obligations that are not Assumed Contracts (collectively, the liabilities not being assumed by the Buyer are referred to herein as "Excluded Liabilities"). All responsibility with respect to all liabilities of the Seller including, but not limited to, the Excluded Liabilities, shall remain with the Seller. (b) The Buyer shall not assume or be obligated to pay, perform bound by any obligations or otherwise discharge the following liabilities or obligations: (i) any liabilities or obligations of the Seller in respect of or any Excluded Assets or other assets affiliate of the Seller which are not Assets;of any kind or nature, known, unknown, accrued, absolute, contingent or otherwise, whether now existing or hereafter arising. (iic) any liabilities or obligations in respect of Taxes for which The Seller shall be solely (as between the Seller is liable pursuant to Section 7.8; (iiiand the Buyer) responsible for and pay any liabilitiesand all debts, losses, damages, obligations, or responsibilities relating to the disposalliens, storageassessments, transportationjudgments, dischargefines, Release or recyclingdisposal and other costs and expenses, by or for the Sellerliabilities and claims, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related interest, penalties and fees of counsel and experts, as the same are incurred, of every kind or nature whatsoever(all the foregoing being a "Claim" or the "Claims"), made by or owed to any person to the disposalextent any of the foregoing relates to (i) the assets of the Seller not transferred hereunder, discharge or Release (ii) the operations and assets of Hazardous Substancesthe System arising in connection with or on the basis of events, whether such liabilitiesacts, obligations omissions, conditions, or responsibilities arose from the ownership any other state of facts occurring or operation of said property, equipment or machinery existing prior to or after on the Closing Datedate hereof (including, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (vii) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller includingeach case, without limitation, any liabilities Claim relating to or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required tax matters, any failure to be performed by Seller under Section 7.12 comply with applicable law and/or permitting or licensing requirements and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) personal injury and (viproperty damage matters); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilities."

Excluded Liabilities. The Other than the Assumed Liabilities, Buyer does not assume and shall not assume be liable for any obligations or be obligated Liabilities of Seller (collectively, the “Excluded Liabilities”), including but not limited to pay, perform or otherwise discharge the following liabilities or obligations:following; (i) any liabilities or all Liabilities and obligations of the Seller in respect of any Excluded Assets arising or other assets of the Seller which are not Assets; (ii) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of accruing before the Closing Date prepared under the Assumed Contracts including amounts due to vendors under such agreements in accordance connection with generally accepted accounting principles; (vi) any liabilities goods or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets services provided prior to the Closing Date; (ii) all Liabilities and obligations of Seller related to its bonds, credit facilities and any other secured financings; (iii) all Liabilities and obligations of Seller for Taxes that result from or have accrued in connection with the operation of the Facility by Seller prior to the Closing Date; (iv) all Liabilities and obligations of Seller related to amounts due and owing to CIT prior to the Closing Date; (v) all Liabilities and obligations of Seller that arise under Contracts, excluding the Assumed Contracts; (vi) all Liabilities for fees and commissions of any broker, finder or financial advisor payable in connection with the Contemplated Transactions unless engaged by Buyer (for clarity, Seller is not assuming Liabilities for fees and commissions of any broker, finder or financial advisor payable in connection with the Contemplated Transactions unless either engaged by Seller or specifically agreed to by Seller in writing); (vii) any liabilities all Liabilities of Seller relating to or obligations arising out of the Seller Legal Proceedings described on Schedule 3.04 or any ERISA Affiliate of the Seller other Legal Proceeding against Seller, other than DEP Consent Orders under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations Section 7.02(f) and Liabilities assumed by Buyer under the Consolidated Omnibus Reconciliation Act of 1985, as amendedOperating Agreement pursuant to Section 8.04(h); (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller all Liabilities arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior relating to the Closing; or illegal actstermination of employment, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of benefits to and compensation of, Seller’s Employees, including claims for any contractbreach of contract or agreement, instrument personal injury, discrimination, mass layoff or agreement relating to any plant closing, harassment or wrongful discharge, unfair labor practice, claims for benefits (including claims arising under ERISA or workers’ compensation laws), or other violation of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations under any employment Law arising solely out of the Seller arising from the breach by the Seller events occurring on or prior to the Closing Date; (ix) all Liabilities arising out of any term or provision of any contract, instrument or agreement relating to the Excluded Assets including the Water/Sewer Services; and (x) all Liabilities and obligations relating to any fines or penalties for any breach of permits arising or occurring prior to the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded LiabilitiesClosing Date."

Excluded Liabilities. The Notwithstanding anything to the contrary herein contained, Buyer shall not assume or be obligated to pay, perform or otherwise discharge the following any liabilities or obligations: (i) of any Seller other than as expressly set forth in Section 3.04 hereof. Any liabilities or obligations of any Seller not specifically assumed by Buyer hereunder shall continue to be the liabilities and obligations of Seller and Seller shall indemnify and hold harmless Buyer from and against all such liabilities and obligations. The liabilities and obligations of Seller not assumed by Buyer hereunder include the following: (a) Liabilities or obligations of Seller arising out of the indemnification agreements contained in Article 7 hereof; (c) Liabilities or obligations of Seller arising on or after the Closing; (d) Liabilities or obligations of Seller arising out of this Agreement or the transactions contemplated hereby or incurred in respect of any Excluded Assets or other assets of transaction occurring after the Seller which are not AssetsClosing; (iie) Liabilities for all taxes (other than taxes which are reflected on the Closing Date Balance Sheet and which were deducted in computing Working Capital) whatsoever, whether income, gross receipts, property, sales, use, franchise or any liabilities other taxes whatsoever, including taxes, if any, attributable to the sale of the Business and Purchased Assets hereunder, any liquidation and dissolution of Seller or obligations in respect the distribution of Taxes for which the Seller is liable pursuant its assets to Section 7.8its equity holders; (iiif) Liabilities for breach of representations or warranties to any liabilitiesperson and liabilities arising out of product liability, negligence or willful misconduct claims; and (g) Liabilities, claims, obligations, judgments, orders, duties or responsibilities relating to the disposal, storage, transportation, discharge, Release of any kind or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substancesnature whatsoever, whether such liabilitiesarising before, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to on or after the Closing Date, unless caused by the Buyer's activitiesrelating to amounts payable to Employees (as hereinafter defined) as salary, operations bonus, severance or equipment other compensation or such activities, operations or equipment of Buyer's contractors, agents or affiliates; benefits and with respect to any Employee Plans (vas hereinafter defined) any liabilities or obligations which are now or would be ever have been maintained, contributed to or required to be accrued by contributed to for the benefit of any Employee. Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any covenants and agrees to pay all liabilities or obligations relating and to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (vii) any liabilities or fulfill all obligations of Seller not assumed by Buyer hereunder as and when the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller includingsame become due, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed except those being contested in good faith by Seller under Section 7.12 appropriate proceedings and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would adequate reserves have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilitiesestablished."

Excluded Liabilities. (a) Buyer is hereby acquiring the Assets, as such it is expressly agreed and understood that the Buyer shall not assume any liabilities. Without limitation of the foregoing, Buyer is not assuming any: (i) claims of patent infringement existing prior to and as of the date hereof (ii) liability for any Taxes (as defined herein), (iii) Employee Plans (as defined herein), (iv) liabilities or obligations incurred on behalf or owed to any employees of Seller, (v) liabilities or obligations of Seller for indebtedness to any of its shareholders or other equity owners or to any person associated therewith, (vi) except as otherwise specifically provided herein, liabilities or obligations of Seller for expenses with respect to this Agreement or any of the transactions contemplated hereunder including, without limitation, legal and accounting fees, (vii) liabilities or obligations incurred by Seller which violate or breach any representation, warranty, covenant or agreement of Seller included herein or made in connection herewith (viii) liabilities or obligations with respect to any and all outstanding accounts payable as of the date hereof (vii) or (ix) any other liabilities or obligations that are not Assumed Contracts (collectively, the liabilities not being assumed by the Buyer are referred to herein as “Excluded Liabilities”). All responsibility with respect to all liabilities of the Seller including, but not limited to, the Excluded Liabilities, shall remain with the Seller. (b) The Buyer shall not assume or be obligated to pay, perform bound by any obligations or otherwise discharge the following liabilities or obligations: (i) any liabilities or obligations of the Seller in respect of or any Excluded Assets or other assets affiliate of the Seller which are not Assets;of any kind or nature, known, unknown, accrued, absolute, contingent or otherwise, whether now existing or hereafter arising. (iic) any liabilities or obligations in respect of Taxes for which The Seller shall be solely (as between the Seller is liable pursuant to Section 7.8; (iiiand the Buyer) responsible for and pay any liabilitiesand all debts, losses, damages, obligations, or responsibilities relating to the disposalliens, storageassessments, transportationjudgments, dischargefines, Release or recyclingdisposal and other costs and expenses, by or for the Sellerliabilities and claims, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related interest, penalties and fees of counsel and experts, as the same are incurred, of every kind or nature whatsoever(all the foregoing being a “Claim” or the “Claims”), made by or owed to any person to the disposalextent any of the foregoing relates to (i) the assets of the Seller not transferred hereunder, discharge or Release (ii) the operations and assets of Hazardous Substancesthe System arising in connection with or on the basis of events, whether such liabilitiesacts, obligations omissions, conditions, or responsibilities arose from the ownership any other state of facts occurring or operation of said property, equipment or machinery existing prior to or after on the Closing Datedate hereof (including, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (vii) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller includingeach case, without limitation, any liabilities Claim relating to or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required tax matters, any failure to be performed by Seller under Section 7.12 comply with applicable law and/or permitting or licensing requirements and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) personal injury and (viproperty damage matters); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilities."

Excluded Liabilities. The Buyer Notwithstanding anything to the contrary in Section 1.11, Purchaser shall not assume or be obligated become responsible for any of Seller’s duties, obligations or liabilities that are not assumed by Purchaser pursuant to paythe terms of this Agreement, perform the Bills of Sale or otherwise discharge the following liabilities Real Estate Assignments (the “Excluded Liabilities”), and Seller shall remain fully and solely responsible for all of Seller’s debts, liabilities, contract obligations, expenses, obligations and claims of any nature whatsoever related to the Assets or obligationsthe Hospitals (other than the TRH Businesses) unless assumed by Purchaser under this Agreement, in the Bills of Sale or in the Real Estate Assignments. The Excluded Liabilities shall include, without limitation: (a) any current liabilities of Seller or TRH with respect to the operation of any of the Hospitals prior to the Effective Time (i) any liabilities or obligations of the Seller in respect of any Excluded Assets or other assets of the Seller which are not Assetsincluded in Net Working Capital, as determined pursuant to Sections 1.2 and 1.4 and (ii) which are not otherwise specifically included in the Assumed Obligations; (iib) any all liabilities of Seller or obligations in respect TRH arising out of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injuryact, discriminationomission, wrongful dischargeevent or occurrence connected with the use, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by Seller or TRH of any of the Seller Hospitals or any of the Assets prior to the Closing DateEffective Time, other than as specifically included in the Assumed Obligations; (viic) any all liabilities of Seller or obligations TRH in connection with claims of professional malpractice to the extent arising out of or relating to acts, omissions, events or occurrences prior to the Effective Time; (d) all liabilities of Seller or TRH for their respective shares of matching contributions for eligible beneficiaries’ 401(k) plans, Section 125 plans and other Seller Plans and all administrative costs associated with such welfare benefit plans arising prior to the Effective Time; (e) all liabilities of Seller or TRH relating to the Seller or any ERISA Affiliate Cost Reports with respect to periods ending prior to the Effective Time; (f) all liabilities of the Seller under any Benefit Plan of the Seller or TRH for violations of any ERISA Affiliate of law, regulation or rule to the Seller covering any employees of extent arising from acts or omissions prior to the Seller or any ERISA Affiliate of the Seller Effective Time, including, without limitation, any liabilities those pertaining to Medicare and Medicaid fraud or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amendedabuse; (viiig) any all liabilities of Seller or obligations associated with TRH under the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewithMulti-Hospital Contracts; (ixh) all liabilities of Seller or TRH for commissions or fees owed to any liability of finder or broker in connection with the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreementtransactions contemplated hereunder; (xi) all intercompany receivables of any fines Seller owed or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior payable to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, any other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related AgreementSeller’s affiliates; (xiiij) any liabilities liability or obligations obligation of any kind or nature, whether or not accrued, whether fixed, contingent or otherwise, whether known or unknown, arising out of or related to the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising TRH Businesses prior to the Closing under Effective Time or any term ERISA or provision similar plan maintained for the benefit of any contract, instrument or agreement relating to any employees of the Assets TRH Businesses prior to the Effective Time, other than such obligations with respect to payment for capital improvements to Canal Station which would have been as specifically included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the ClosingAssumed Obligations; and (xvk) any other obligations and liabilities or obligations of the Seller arising from the breach by the Seller identified on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded LiabilitiesSchedule 1.12(k)."

Excluded Liabilities. The Notwithstanding anything to the contrary contained in this Agreement, Buyer shall will not assume or be obligated in any way become liable for any Liabilities or Obligations other than the Assumed Liabilities, and Seller shall retain, all of Seller's and its Affiliates' debts, Liabilities and Obligations of any nature whatsoever (other than the Assumed Liabilities), whether accrued, absolute or contingent, whether known or unknown, whether due or to paybecome due, perform including, without limitation, the following: (a) the Liabilities or Obligations of Seller to the Stockholder respecting dividends, distributions to its stockholder in liquidation, redemptions of stock or otherwise; (b) Liabilities or Obligations of Seller or the Stockholder arising out of any transactions occurring, or Liabilities or Obligations incurred, after the Closing Date, other than relating to Buyer's use or operation of the Purchased Assets or the Assumed Liabilities after the Closing Date; (c) any Liabilities or Obligations of Seller or the Stockholder for expenses, Taxes or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or the consummation of the transactions contemplated hereby, including, without limitation, all of its attorneys', and accountants', fees and all brokers', or finders', fees or commissions payable by Seller; (d) any Liabilities or Obligations of Seller or the Stockholder under or arising out of this Agreement; (e) Liabilities or Obligations against which Seller is insured or otherwise discharge indemnified or which would have been covered by insurance (or indemnification) but for a claim by the following liabilities insurer (or obligations:the indemnitor) that the insured (or the indemnitee) had breached its obligations under the policy of insurance (or the contract of indemnity) or had committed fraud in the insurance application or in entering unto the indemnity agreement; (f) any Liabilities or Obligations of the Business to Seller or any Affiliates of Seller, except payables for products sold or shipped to the Business by Seller or an Affiliate of Seller after the Closing Date; (g) any Liabilities and Obligations of Seller to indemnify its officers, directors, employees or agents; (h) all Taxes imposed on Seller (including any Taxes of any other corporation) and any Taxes assessed against Seller by virtue of its status as a member of any consolidated group of which such other corporation was also a member; (i) any liabilities or obligations all Liabilities and Obligations of the Business for Warranty Claims with respect to products manufactured sold or delivered by Seller prior to the Closing Date to the extent they, in respect of any Excluded Assets or other assets of the Seller which are not Assets;aggregate, exceed the warranty reserve set forth in the Balance Sheet; and (iij) any liabilities all Liabilities and Obligations arising under or obligations in respect of Taxes for which the Seller is liable imposed pursuant to Section 7.8; (iii) any liabilitiesEnvironmental Laws, obligationswhether or not attributable to actions or failures to act by Seller, with respect to the ownership of, operation of, or responsibilities relating to properties utilized in connection with, the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances Business at any off-site location, which occurred time prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations property being transferred or responsibilities relating leased to the Easements including, without limitation, liabilities related Buyer pursuant to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (vii) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (xk) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending all Liabilities and Obligations for employee benefits and employment-related Liabilities and Obligations of the Business incurred prior to the Closing; or illegal acts, willful misconduct or gross negligence close of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to business on the Closing other than such obligations with respect Date including Liabilities and Obligations to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for pay wages, overtimesalaries and other sums for accrued vacation or sick time, employment taxes, severance pay, transition payments in respect or otherwise due to Seller's employees and former employees (irrespective of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closingemployees' status as Hired Employees); and (xvl) any liabilities or obligations without limiting the generality of the Seller arising from the breach by the Seller foregoing subparagraphs (a)-(l), all liabilities listed on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded LiabilitiesSchedule 2.7(l)."

Excluded Liabilities. The Buyer Notwithstanding any provision in this Agreement to the contrary, the Parties expressly acknowledge and agree that neither Purchaser (or any Designee of any Purchaser) shall not assume or assume, be obligated to pay, perform or otherwise discharge or in any other manner be liable or responsible for any Liabilities of Sellers or relating to the Acquired Assets, whether existing on the OpCo Closing Date, the PropCo Closing Date or arising thereafter as a result of any act, omission or circumstances taking place prior to the applicable Closing, other than the Assumed Liabilities (as applicable) (all such Liabilities that Purchasers (or their respective Designees) are not assuming being referred to collectively herein as the “Excluded Liabilities,” which Excluded Liabilities shall be discharged pursuant to the Plan and in accordance with section 1129 of the Bankruptcy Code). Without limiting the foregoing, neither Purchaser nor any Designee of any Purchaser (as applicable) shall be obligated to assume, and does not assume, and hereby disclaims all the Excluded Liabilities, including the following liabilities Liabilities of any Seller or obligationsof any predecessor of any Seller: (a) all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the OpCo Assigned Contracts as finally determined by the Bankruptcy Court (the “OpCo Cure Costs”) and all cure costs required to be paid pursuant to section 365 of the Bankruptcy Code in connection with the assumption and assignment of the PropCo Acquired Leases as finally determined by the Bankruptcy Court (the “PropCo Cure Costs” and, together with any OpCo Cure Costs, the “Cure Costs”) and any rejection damages claims or other Liabilities arising in connection with the rejection of any Contracts pursuant to Section 1.7 or otherwise; (b) (i) any liabilities all Taxes of or obligations of the Seller in respect of any Excluded Assets or payable by Sellers, other assets of the Seller which are not Assets; than OpCo Taxes and PropCo Taxes and (ii) any liabilities Liability for escheat or unclaimed property obligations with respect to escheat or unclaimed property periods that have lapsed through the applicable Closing Date, as determined in respect accordance with the principles of Taxes for which the Seller is liable pursuant to Section 7.89.4(c); (c) except as expressly assumed under Section 1.4(d), Section 1.4(e), Section 1.4(f), Section 1.4(g) or Section 6.6 or specifically assumed by OpCo Purchaser under the Benefits TSA, all employment-related Liabilities of Sellers, including (i) payments or entitlements to any current or former employees, officers, directors or consultants of Sellers, including wages, other remuneration, holiday or vacation pay, severance pay (statutory or otherwise), commission, post-employment medical or life obligations, pension contributions, and insurance premiums, (ii) ERISA Affiliate Liability, (iii) any liabilitiesLiability arising out of, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose resulting from the ownership employment or operation termination of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (vii) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term current or provision former employee or independent contractor of Sellers, (iv) any contractLiability for any action resulting from Sellers’ employees’ separation of employment, instrument including any severance or agreement separation pay, (v) any Liability with respect to any former employee or any employee who does not become a Transferred Employee (other than any COBRA Liabilities assumed under Section 6.6(e)), (vi) any Liability arising out of or relating to any collective bargaining agreement or union agreement, including any withdrawal liability with respect to any multiemployer plan (as defined under Section 3(37) of ERISA) (whether or not yet asserted) and (vii) any Liability relating to or arising out of the employment practices of Sellers or any of their Subsidiaries or Affiliates, including any violations of Sellers or their Subsidiaries or Affiliates of any labor or employment agreement; (d) any Liability with respect to (i) each Seller’s and their Subsidiaries’ and Affiliates’ defined benefit pension plans (including the JCP Corporation Inc. Pension Plan), the ▇.▇. ▇▇▇▇▇▇ Corporation Inc. Mirror Savings Plan or retiree medical, retiree dental or retiree life insurance plans or arrangements, including, in each case, Liabilities arising out of termination of such plans or arrangements, or any other obligation or related expense, (ii) each Seller’s and their Subsidiaries’ and Affiliates’ nonqualified deferred compensation plans (including the plans set forth on Schedule 1.6(o)) and (iii) except as set forth in Section 1.4(d) or 1.4(g), any bonus plans, change of control plans (including the ▇. ▇. Penney Corporation, Inc. 2011 Change in Control Plan and ▇. ▇. ▇▇▇▇▇▇ Corporation, Inc. 2009 Change in Control Plan), retention plans, key employee incentive plans or key employee retention plans (including the KERP); (e) except as assumed under the Benefits TSA, all Liabilities related to the WARN Act, with respect to Sellers’ termination of employment of Sellers’ or any of their respective Subsidiaries’ or Affiliates’ employees on or prior to Closing; (f) all Liabilities arising under or relating to any Seller Plan that is not an Acquired Seller Plan (including all assets, trusts, insurance policies and administration service contracts related thereto), but excluding, for the avoidance of doubt, any Liabilities which are expressly assumed under Section 1.4(d), 1.4(g), or 6.6 or the Benefits TSA; (g) all Liabilities relating to Excluded Assets. All , including executory Contracts that are not Assigned Contracts; (h) all Liabilities arising from or related to any claim, action, arbitration, audit, hearing, investigation, suit, litigation or other proceeding (whether civil, criminal, administrative, investigative, or informal and whether pending or threatened or having any other status) against any Seller or Seller Subsidiary or any of their respective Affiliates, or related to the Acquired Assets or the Assumed Liabilities, pending or threatened or with respect to facts, actions, omissions, circumstances or conditions existing, occurring or accruing prior to the applicable Closing Date; (i) all Liabilities to any equity holder of any Seller or Seller Subsidiary; (j) all Liabilities in respect of Indebtedness, including in respect of accrued or unpaid interest thereon and any premiums, fees, expenses or penalties (including prepayment or early termination fees) associated with the repayment thereof; (k) all Liabilities arising out of or relating to services, products or product or service warranties of any Seller or any predecessor or Affiliate of any Seller to the extent provided, developed, designed, manufactured, sourced, produced, marketed, sold, or distributed prior to the applicable Closing; (l) all Liabilities relating to the closure or liquidation of the GOB Stores; (m) all Liabilities relating to any Stores, including the GOB Stores, that are not located at the OpCo Acquired Leased Real Property, OpCo Acquired Owned Real Property or Leased Real Properties that are to be leased to OpCo Purchaser pursuant to the Master Lease Agreement or the Distribution Centers Lease Agreement, in each case, except as expressly assumed under Section 1.4(d), 1.4(e), 1.4(g), or 6.6; (n) all Liabilities for any legal, accounting, investment banking, reorganization, restructuring, brokerage or similar fees or expenses incurred by any Seller in connection with, resulting from or attributable to the transactions contemplated by this Agreement, the Bankruptcy Case or otherwise; (o) all Liabilities relating to the matters set forth on Schedule 1.6(o); (p) except as assumed under Section 1.4(g), all Liabilities for fees, costs and expenses that have been incurred or that are incurred or owed by Sellers or any of their predecessors in connection with this Agreement or the administration of the Bankruptcy Case (including all fees and expenses of professionals engaged by Sellers) and administrative expenses and priority claims accrued through the OpCo Closing Date, including arising under sections 503(b), 507(b), or 1114(e)(2) of the Bankruptcy Code and specified post-closing administrative wind-down expenses of the bankrupt estates pursuant to the Bankruptcy Code (which such amounts shall be paid by Sellers) and all costs and expenses incurred in connection with (i) the negotiation, execution and consummation of the transactions contemplated under this Agreement and each of the other documents delivered in connection herewith and (ii) the consummation of the transactions contemplated by this Agreement, including any retention bonuses, “success” fees, change of control payments and any other payment obligations of Sellers or of any of their predecessors payable as a result of the consummation of the transactions contemplated by this Agreement and the documents delivered in connection herewith; and (q) all Liabilities set forth on Schedule 1.6(q); provided that the general liabilities and automotive liabilities described in the line titled “AC_RSKMGT - RSKMGT - Risk Management” shall only constitute Excluded Liabilities to the extent (i) such liabilities arose prior to May 15, 2020 or (ii) disallowed and obligations not being assumed pursuant expunged in accordance with Article IX.F of the Plan (or any similar provision of the Plan as it may be amended in form and substance reasonably acceptable to the Purchasers). In the event of any conflict between the terms of this Section 1.6, on the one hand, and Sections 1.4 and 1.5, on the other hand, the terms of Sections 1.4 and 1.5 shall control. Notwithstanding the foregoing clauses of this Section 1.6 but subject to Section 2.4 are herein called 1.1(m), OpCo Purchaser hereby acknowledges and agrees that no Liability of any Acquired Subsidiary as of the "OpCo Closing shall be an Excluded LiabilitiesLiability and that all Liabilities of any Acquired Subsidiary as of the OpCo Closing shall continue to be the Liabilities of such Acquired Subsidiary following the OpCo Closing."

Excluded Liabilities. The Buyer shall have no responsibility for any obligations or liabilities of Seller of any nature whatsoever which are not assume included in the Assumed Liabilities, whether now existing or be obligated to payhereafter arising, perform and whether known or otherwise discharge unknown (collectively, the following liabilities or obligations“Excluded Liabilities”), including: (ia) any liabilities liability for taxes of Seller, whether or obligations of not attributable to the Seller in respect of any Excluded Assets Business or other assets of the Seller which are not Assets, including all income, sales and use taxes, employment and payroll taxes (including withholding) and property taxes; (iib) any liabilities or obligations in respect all accrued and unpaid accounts payable of Taxes for which Seller and all accrued expenses of Seller, each as of the Seller is liable pursuant to Section 7.8Closing Date; (iiic) any all accrued liabilities, obligations, obligations or responsibilities relating commitments of Seller to employees and former employees who performed services to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred Seller prior to the Closing Date; provided, however, that Buyer will honor and allow up to two weeks of accrued but unused (prior to Closing) vacation time for any employees of Seller hired by Buyer and provided further that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to Buyer will assume the Assetsobligation of paying employee retention bonuses for employees of the Business, with 50% of such bonuses paid within 10 days of Closing and the remaining 50% paid 180 days following Closing, as set forth on Schedule l.4(c) hereto; (ivd) any liabilitiesliability, obligations obligation or responsibilities relating to commitment of Seller for costs and expenses in connection with the Easements including, without limitation, liabilities related to the disposal, discharge negotiation and execution of this Agreement or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or any other document entered into by Seller after the Closing Date, unless caused by date hereof or the Buyer's activities, operations consummation of the transactions contemplated hereby or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliatesthereby; (ve) any liabilities claims asserted by employees or obligations which are former employees of Seller, or would be required to be accrued by the Seller on a balance sheet dependents of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities such persons, for acts or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets omissions occurring prior to the Closing Date; (vii) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ixf) any liability of the Seller arising out of a breach by the Seller of under any of its obligations under this Agreement or any Related Agreement or Seller's AgreementContract that is not an Assumed Contract; (xg) any fines liability of Seller to any related person of Seller; (h) any obligation or penalties imposed by governmental agencies liability relating to any actual or alleged violation or liability arising under environmental laws occurring prior to or present on the Closing Date, regardless of whether such obligations or liabilities relate to Seller’s ownership or operation of the Assets, to any predecessor, owner, tenant, occupant or user of the Assets, or to any other party unrelated to the Assets; (i) all liabilities and obligations of Seller resulting from an investigation a breach or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the violation by Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi)Closing Date of any Assumed Contract or License; (xij) any payment obligations action, suit or proceeding pending as of the Seller for goods delivered Closing Date, or services rendered prior any subsequent claim, action, suit or proceeding arising out of or relating to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations conduct of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended Business by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contractDate; (k) except as otherwise provided in Section 1.3, instrument or agreement relating to any of the Assets. All such all liabilities and obligations not being assumed pursuant and commitments of Seller relating to Section 2.4 are herein called the "ownership, operation or condition of the Business or the Assets prior to the Closing Date and all liabilities and obligations and commitments arising out of or relating to the Excluded LiabilitiesAssets."

Excluded Liabilities. The Buyer shall will not assume or be obligated to payliable for any Liabilities of Seller or any of its Affiliates other than the Assumed Liabilities (collectively, perform or otherwise discharge the following liabilities or obligations“Excluded Liabilities”), which Excluded Liabilities include: (ia) any liabilities or obligations of the Seller in respect of any Excluded Assets all Liabilities under debt instruments, loan documents, indentures, debentures, guarantees or other assets written obligations which involve indebtedness for borrowed money; (b) all accounts payable of Seller or any of its Affiliates; (c) all Liabilities arising under or with respect to any Related Party Contracts; (d) all Liabilities with respect to any employees of Seller or its Affiliates or arising under any Employee Benefit Plans and Arrangements; (e) all Liabilities to be paid or assumed by Seller under Article 10; (f) all Liabilities to the Seller which are not extent related to the Excluded Assets; (iig) all Liabilities with respect to Seller’s or its Affiliate’s failure to comply with any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets Applicable Law prior to the Closing Date; (viih) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amendedall Pre-Closing Environmental Liabilities; (viiii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 all Liabilities for trade and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior consumer promotions relating to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) Products arising from trade and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered consumer promotions occurring prior to the Closing other than such obligations with respect Date; (j) all Liabilities for customer deductions to payment for capital improvements the extent attributable to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller Products sold prior to the ClosingClosing Date; (xiik) all Liabilities for legal, accounting, audit and investment banking fees, brokerage commissions and any liabilities or obligations imposed upon, assumed or retained other like expense incurred by the Seller or any of its Affiliates pursuant to any Related in connection with the negotiation and preparation of this Agreement and the transactions contemplated by this Agreement; (xiiil) any liabilities all Liabilities for Taxes relating to the operation or obligations ownership of the Seller resulting from entering into Business or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement;Acquired Assets for any Pre-Closing Period; and (xivm) any obligations for wagesall Liabilities arising from or relating to the use, overtimeownership, employment taxes, severance pay, transition payments in respect of compensation operation or similar benefits accruing or arising resale prior to the Closing under any term or provision of any contract, instrument or agreement relating to any Date of the Assets Business or the Acquired Assets, other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Assumed Liabilities."

Excluded Liabilities. The Buyer Notwithstanding anything to the contrary in this Agreement, except for the Assumed Liabilities, neither Purchaser nor any of its Affiliates shall not assume hereunder, and in no event be deemed to have assumed, and Seller and its Affiliates shall retain, any and all Liabilities of Seller and/or its Affiliates, including any Liabilities of Seller and/or its Affiliates arising from or be obligated to pay, perform or otherwise discharge the following liabilities or obligations: (i) any liabilities or obligations of the Seller in respect of any Excluded Assets or other assets of the Seller which are not Assets; (ii) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to (a) the disposalExisting Medicare Advantage Plans, storage, transportation, discharge, Release including the provision of coverage or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred services to Seller Enrollees thereunder prior to the Closing Date, provided that "off-site location" does not include and any location contaminated filings or reports submitted to CMS by Hazardous Substances migrating from Seller or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets its Affiliates prior to the Closing Date; , (viib) any liabilities or obligations the performance of the Existing Medicare Advantage Contracts, (c) if the Closing occurs after January 1, 2017, (i) the 2017 Seller Medicare Advantage Plans, including the provision of coverage or services to Seller Enrollees thereunder prior to the Closing Date, and any filings or reports submitted to CMS by Seller or any ERISA Affiliate of its Affiliates prior to the Closing Date, (ii) if applicable, the performance by Seller of the Seller under any Benefit Plan 2017 Split Year Medicare Advantage Contracts prior to the Closing Date and (iii) if the Closing occurs on or after the 2018 Medicare Advantage Contract Entry Date, the performance of the 2017 Seller or any ERISA Affiliate Medicare Advantage Contracts, (d) all Taxes of Seller, including Taxes resulting from the sale of Purchased Assets pursuant to this Agreement and Taxes of Seller covering any employees of in Pre-Closing Tax Periods with respect to the Seller or any ERISA Affiliate of Purchased Assets; provided that Liabilities for Transfer Taxes and Apportioned Obligations shall be allocated in the Seller includingmanner set forth in Section 5.16, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viiie) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement the Existing Medicare Advantage Contracts, the 2017 Seller Medicare Advantage Contracts or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending the Conveyed Medicare Advantage Contracts occurring prior to the Closing; Closing Date, or illegal acts, willful misconduct (f) a breach of any change of control provision set forth in any contract between Humana or gross negligence any of its Subsidiaries and any material Provider that occurs as a result of the Seller prior closing of the Humana Acquisition, (g) relating to the Closing, other than any Action filed with a Governmental Authority with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered Purchased Assets prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by Date, or for the account of Seller prior (h) relating to the Closing; Excluded Assets (xii) any liabilities or obligations imposed uponcollectively, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "“Excluded Liabilities”)."

Excluded Liabilities. The Notwithstanding anything to the contrary -------------------- contained in this Agreement, Buyer shall will not assume or be obligated to payliable for and Seller will retain and remain responsible for all of Seller's debts, perform or otherwise discharge the following liabilities or obligations: (i) any liabilities or and obligations of any nature whatsoever, other than the Seller in respect of any Excluded Assumed Liabilities, whether accrued, absolute or contingent, whether known or unknown, whether due or to become due and whether related to the Business and the Purchased Assets or other assets otherwise, and regardless of when asserted (the Seller which are not Assets; (ii) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities"Excluded Liabilities"), obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (vii) any following liabilities or obligations of the Seller or any ERISA Affiliate (none of the Seller under any Benefit Plan which will constitute Assumed Liabilities): (a) All of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any Seller's liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or under any Related Agreement other agreement between Seller on the one hand and Buyer on the other hand entered into on or Seller's after the date of this Agreement; (xb) All liabilities and obligations of Seller for Taxes which are imposed on or measured by income, for any fines period, and all of Seller's liabilities or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior obligations with respect to any non-income Taxes except to the Closing; extent specifically accrued on the balance sheet for the Business included in the Most Recent Financial Statements or illegal actsincurred in the ordinary course of business between December 31, willful misconduct 1999 and the Closing Date. (c) All of Seller's liabilities or gross negligence obligations arising out of or in connection with the breach of any contract or agreement included in the Purchased Assets, other than for such amounts as are adequately and properly reserved for in the balance sheet included as part of the Most Recent Financial Statements; (d) All of Seller's liabilities or obligations for expenses, Taxes or fees incident to or arising out of the negotiation, preparation, approval, or authorization of this Agreement or the consummation (or preparation for the consummation) of the transactions contemplated hereby, including all attorneys' and accountants' fees, brokerage fees, consultants' fees and finders' fees, and sales, bulk sales and transfer taxes which are Seller's responsibility hereunder; (e) Seller's obligations and liabilities for the period up to and including the Closing Date which relate to any employee plans (as described in Section 3.14) (including unfunded pension plan liabilities and retiree health ------------ benefits); (f) Any liability or obligation under COBRA to any person covered by Seller's health plans or any Employee who ceases to be employed by Seller on or before the Closing Date, or who is not employed by Buyer on the Closing Date, and any liability or obligation under COBRA to any family member of such person or Employee. (g) Any liability or obligation for Funded Indebtedness or any other liability or obligation of Seller that does not relate to, or arise from, the Business and the Purchased Assets. (h) Any liability or obligation pertaining to any discontinued operation owned or operated by Seller and related to the Business as it was operated by Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi);Business. (xii) any payment obligations of Any liability or obligation that relates to, or arises from, the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Excluded Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilities."

Excluded Liabilities. The Buyer shall not assume or and shall not be obligated responsible to pay, perform or otherwise discharge any Liabilities of TransTex or any of its Affiliates of any kind or nature whatsoever other than the following liabilities or obligationsAssumed Liabilities (the “Excluded Liabilities”). TransTex shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities 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) all Liabilities relating to or arising out of the Excluded Assets (including the Excluded Contracts); (b) any liabilities Liabilities of TransTex or obligations any of the Seller its Affiliates in respect of any Excluded pending or threatened Actions to the extent relating to, arising out of or resulting from the ownership of the Purchased Assets or other assets the operation of the Seller which are not Assets; (ii) any liabilities or obligations in respect of Taxes for which the Seller is liable pursuant to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred Business prior to the Closing DateClosing, provided that "off-site location" does not include including any location contaminated by Hazardous Substances migrating from obligations to indemnify, reimburse or to the Assets; (iv) advance any liabilities, obligations Representative or responsibilities Independent Contractor of TransTex relating to the Easements including, without limitation, liabilities related their conduct in such capacities or performance of services to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets TransTex prior to the Closing Date; (viic) any liabilities Liabilities associated with any debt, loans or credit facilities of TransTex and/or the Business owing to financial institutions or other third-party lenders; (d) all Liabilities, obligations and expenses of the Seller any kind or nature for Taxes of TransTex or any ERISA Affiliate Related to the Business, the Purchased Assets or the Assumed Liabilities for any period ending prior to the Closing Date (including any Liabilities pursuant to any tax sharing agreement, tax indemnification or similar arrangement) and any Taxes payable in connection with the transaction contemplated by this Agreement, except for (i) the sales, transfer and registration Taxes associated with the transfer and registration of all titled motor vehicles and trailers to Buyer, which shall be paid by Buyer in accordance with Section 6.5 and (ii) real property Taxes with respect to the Seller Purchased Assets to the extent such Taxes relate to a period subsequent to the Closing Date, which shall be paid in accordance with Section 6.12; (e) any Liabilities arising under or in connection with any Benefit Plan providing benefits to any present or former employee of the Seller TransTex; (f) except as otherwise provided in Section 6.21, any Liabilities of TransTex for any present or any ERISA Affiliate former employees, officers, directors general partners, retirees or Independent Contractors of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller TransTex, including, without limitation, any liabilities Liabilities associated with any claims for wages or obligations under the Consolidated Omnibus Reconciliation Act of 1985other benefits, as amendedbonuses, accrued vacation, workers’ compensation, severance, retention, termination, indemnification or other payments; (viiig) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewithLiabilities for TransTex Expenses; (ixh) any liability product Liabilities or similar claim for injury to a Person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by TransTex, or by reason of the Seller arising out improper performance or malfunctioning of a breach by the Seller product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any of its obligations under this Agreement products manufactured, sold or leased or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed service performed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered TransTex prior to the Closing other than such obligations with respect Date but only to payment for capital improvements the extent injury or loss giving rise to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller Liability occurred prior to the ClosingClosing Date; (xiii) any liabilities Liabilities for recall, design defect or obligations imposed uponsimilar claims of any products manufactured, assumed sold or retained leased or any service performed by TransTex prior to the Seller Closing Date but only to the extent the injury or loss giving rise to the Liabilities occurred prior to the Closing Date; (j) any Liabilities of TransTex or any of its Affiliates pursuant to this Agreement or any Related Transaction Document (including Liabilities with respect to indemnification as set forth in ARTICLE XI of this Agreement); (xiiik) any liabilities Liabilities arising under Environmental Laws to the extent relating to, arising out of or obligations resulting from any actions or omissions of TransTex or the operation of the Seller resulting from entering into Business or performing its obligations pursuant to the ownership of the Purchased Assets or consummating the transactions contemplated herein any other cause or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation condition occurring or similar benefits accruing or arising existing prior to the Closing Date, including without limitation, all Liabilities associated with the item described in Section 4.18(d) of the Disclosure Schedules; (l) any Liabilities under any term or provision of any contract, instrument or agreement relating to any of the Assets other than Assigned Contracts that arise out of or related to a breach or default by TransTex of such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller Assigned Contract prior to the ClosingClosing Date; (m) any trade accounts payable of TransTex and all other current liabilities of TransTex (i) to the extent not accounted for on the Year-End Financial Statements; (ii) which constitute intercompany payables owing to Affiliates of TransTex; (iii) which constitute debt, loans or credit facilities to financial institutions; or (iv) which did not arise in the Ordinary Course of Business since the date of the Year-End Financial Statements; (n) any Liabilities arising out of, in respect of or in connection with the failure by TransTex or any of its Affiliates to comply with any Law or Order; and (xvo) any liabilities or obligations the item identified as “Total AP Accrued Unbilled — Approx” in the amount of $153,077.60 in the Financial Statements, being the same amount reflected in Schedule 2.3(a) and Section 4.21(b) of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded LiabilitiesDisclosure Schedules."

Excluded Liabilities. The Assumed Liabilities shall exclude and neither the Asset Buyer nor the Shares Buyer shall not assume or be obligated to pay, perform or otherwise discharge liable for any of the following liabilities or obligations:Liabilities of the Sellers as the same shall exist at the Closing Date (the “Excluded Liabilities”): (ia) any liabilities or obligations of the Seller in respect and Liabilities of any Excluded Assets or other assets of the Seller which are not Assetsarising under this Agreement; (iib) any liabilities Liabilities of any Seller for expenses incurred in connection with the sale of the Assets pursuant hereto, the sale of the Shares pursuant hereto and in connection with all other transactions contemplated hereby, including without limitation, the fees and expenses for services provided to Sellers and ADSI by counsel, investment advisors and independent auditors, provided however, in no event shall any Seller or obligations ADSI be responsible for any amounts due to Buyer’s auditors, Freed ▇▇▇▇▇▇, in respect connection with its audit of Taxes for which the Seller is liable Company; (c) all Liabilities of Sellers not otherwise assumed by the Buyer pursuant to Section 7.8; (iii) 2.02 hereof and arising out of any liabilities, obligations, actions taken or responsibilities relating omitted to the disposal, storage, transportation, discharge, Release be taken or recycling, any transactions entered into by any Seller or for the Seller, of Hazardous Substances at any off-site location, which occurred ADSI prior to the Closing Date, provided that "off-site location" does not include Date or any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or events occurring after the Closing Date, unless caused by the Buyer's activitiesincluding, operations but not limited to, all Current Liabilities of ADSI, Liabilities of any Seller and Liabilities of ADSI arising in connection with any transaction with any Related Party to any Seller or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliatesADSI; (vd) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet all Current Liabilities of the Company to the extent not included in the calculation of Closing Net Working Capital: (e) all Liabilities of any Seller as arising in connection with or related to any Indebtedness of the Closing Date prepared in accordance with generally accepted accounting principlesany Seller or any Indebtedness of ADSI; (vif) all Liabilities of any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to Seller arising under the ownership or operation by the Seller terms of the Assets Union Contracts arising on or prior to the Closing Date; (viig) all Liabilities of any liabilities Seller arising under terms of the 401(k) plan maintained by the Company (the “Company’s 401(k) Plan”) and all Liabilities of any Seller arising under the terms of any Employee Pension Plan; (h) all Liabilities relating to or arising under warranties extended by the Company or implied by Law with respect to Products of the Business which are sold on or prior to the Closing Date, except to the extent of any reserve therefore included in the calculation of the Final Purchase Price; (i) all Liabilities of any Seller arising out of the litigation matters described in Schedule 5.14; (j) all Liabilities of any Seller relating to the Excluded Assets; (k) all Liabilities of any Seller arising from claims or obligations with respect to workers’ compensation, product liability, tort liability or general liability, personal injury or property damage claims arising with respect to occurrences on or prior to the Closing Date; (l) all Liabilities of any Seller for federal, state or local Tax liabilities arising from the operations of the Company prior to the Closing Date, exclusive of any Taxes included in the calculation of Closing Net Working Capital (e.g., accrued payroll taxes) (it being understood and agreed that the Buyer shall not be deemed to be a transferee of any Seller or ADSI with respect to any ERISA Affiliate Liabilities of any Seller for such Taxes, including, but not limited to “built in gains” taxes provided for by Section 1374 of the Code); (m) all Liabilities of any Seller under to the extent due to facts and circumstances existing or arising prior to or on the Closing Date by reason of any Benefit Plan violation by the Company of any state, federal or local Environmental and Safety Laws (as defined in Section 5.20 hereof); (n) all Liabilities of any Seller to the extent due to facts and circumstances existing or arising on or prior to the Closing Date by reason of any violation by any Seller of any Law; (o) all Liabilities of any Seller arising from any violation of, whether arising before or after the Closing Date, to the extent that the alleged violation first occurs prior to the Closing Date and all Liabilities arising from any ERISA Affiliate infringement upon, whether arising before or after the Closing Date, to the extent that the alleged infringement first occurs prior to the Closing Date, any patent, trademark or other intellectual property rights of the any Person; (p) all Liabilities of any Seller covering for any employees of the Seller casualty, loss or any ERISA Affiliate of the Seller accident (including, without limitation, any liabilities destruction of or obligations under the Consolidated Omnibus Reconciliation Act of 1985damage to property, as amended; (viiipersonal injury or death) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; extent due to any facts or illegal acts, willful misconduct circumstances existing or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(varising: (i) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in Date; or (ii) after the Capital Improvement Amount had such payment obligations been expended Closing Date but based upon Products sold by or for the account of Seller Company prior to the ClosingClosing Date; (xiiq) all Liabilities arising as a result of a default in the performance of or other breach by any liabilities or obligations imposed upon, assumed or retained by Seller of any Liabilities arising under the Seller terms of any Permits or any Contracts to the extent that any such default in performance or breach is a result of its Affiliates pursuant to any Related Agreement; (xiii) any liabilities facts or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing circumstances existing or arising prior to the Closing under Date; (r) any term or provision of any contract, instrument or agreement relating to any Liabilities of the Assets Company to provide any medical, dental, disability, accidental death and dismemberment, general or umbrella liability, life or other than such obligations with respect insurance coverage to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account benefit of: (i) any former (whether by reason of retirement or other termination of employment) employee of the Company; or (ii) any of their respective dependents, including, but not limited to, any obligation to continue health insurance coverage for any former employee of the Company or his or her dependents as may be required by the applicable continuation coverage provisions of Subchapter I, Subtitle B, Part 6 of the Employee Retirement Income Security Act of 1974, as amended (hereinafter “ERISA”), exclusive of any Transferring Employee; (s) all Liabilities of the Company to maintain for the benefit of or make any payments or provide any benefits to: (i) any employee employed by the Company immediately prior to the Closing Date; (ii) any former (whether by reason of retirement or other termination of employment) employee of the Company; or (iii) any of their respective dependents, under the terms of any severance, change in control, bonus, retirement, pension, profit sharing, stock bonus, thrift, stock option, medical reimbursement, dependent care assistance, incentive compensation, deferred compensation, executive compensation, health insurance, retiree medical insurance, disability insurance, life insurance, or any other direct or indirect benefit plan, program or arrangement, whether formal or informal, maintained, contributed to or otherwise provided for by any Seller; (t) all Liabilities of ADSI and all other Liabilities of any Seller whether known, unknown, accrued, absolute, fixed or contingent which have not otherwise been assumed by the Asset Buyer pursuant to the Assignment and Assumption Agreement; (u) all severance obligations of the Company, ADSI or any other Seller; (v) all Liabilities related to the Insurance Captive and the ownership of the Insurance Captive Shares by the Company for periods prior to the Closing Date; (w) all Liabilities for accrued and unpaid premiums, capital contributions, dividend pool collateral and fees due to the Insurance Captive for periods prior to the Closing. For purposes of clarity, the Buyer shall be responsible for premiums and collateral requirements due for any periods after the Closing, including, but not limited to, the collateral requirements which must be posted with the Insurance Captive for the third, fourth and fifth policy renewal years and such amounts shall not be deemed to be an Excluded Liability; provided, further, however, (i) Buyer shall maintain the Company as a named insured under the Insurance Captive through May 31, 2017, (ii) after May 31, 2017, Buyer shall only be required to maintain the Company as a named insured under the Insurance Captive until the date on which Buyer provides notice, in writing, to the Insurance Captive of its intent to withdraw from the Insurance Captive and (iii) Buyer shall provide Sellers with notice of Buyer’s intent to withdraw from the Insurance Captive thirty (30) days prior to the date of the issuance by Buyer of such notice; and (xvx) any liabilities or obligations all Liabilities for Claims related to the operations of the Seller arising from the breach by the Seller on or Business completed prior to the Closing Date and subject to the provisions Section 7.18 hereof for Products sold and/or installed prior to the Closing Date. For purposes of any term clarity, nothing herein contained is intended to or provision shall be construed as altering or modifying the liability of any contract, instrument or agreement relating to ADSI for any of its obligations regardless of the Assetsfact that Buyer is not assuming any such obligations. All ADSI shall remain liable for and shall promptly pay any and all such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded Liabilitieswhen due."

Excluded Liabilities. The Notwithstanding anything to the contrary set forth in this agreement, under no circumstance will Buyer shall not assume or be obligated to pay, perform and from and after the Closing, none of the Assets will be or otherwise discharge become liable for or subject to any of the following Excluded Liabilities, including the following, which Excluded Liabilities are and will remain liabilities or obligationsof Seller: (ia) any all liabilities accrued on the Closing Balance Sheets, other than those included in Net Working Capital or VBIC’s Net Worth, and other than capitalized lease obligations constituting Assumed Contracts; (b) liabilities or obligations for Taxes of the Seller Hospital Businesses in respect of any Excluded Assets periods ending on or other assets before the Closing Date or resulting from the consummation of the Seller transactions contemplated by this agreement (other than real estate transfer Taxes and sales and use Taxes arising out of the transfer of the Assets, which are not Assetsshall be paid by Buyer as a Credited Expense); (iic) any liabilities or obligations in respect for federal or state income Taxes of Taxes Seller or any Subsidiary or Affiliate of Seller, including amounts for which the Seller is any Transferring Subsidiary, including VBIC, may be liable pursuant to Section 7.8as a result of being a member of a consolidated, affiliated, combined, unitary or similar group that includes such other Persons; (iiid) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (v) any liabilities or obligations which are or would be required to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to the Excluded Assets; (e) liabilities or obligations associated with indebtedness for borrowed money (other than capital lease obligations under any personal injuryAssumed Contract); (f) (i) obligations required to be performed by Seller on or before the Closing Date under the Assumed Contracts, discrimination(ii) liabilities or obligations resulting from a breach or default on or before the Closing Date of any Assumed Contracts and (iii) liabilities arising under any Contracts that are not Assumed Contracts; (g) liabilities or obligations arising out of or in connection with the Proceedings described on Schedule 3.23, wrongful dischargeand Proceedings and claims (whether instituted before or after Closing) relating to acts or omissions that allegedly occurred on or before the Closing Date, including those relating to peer review activities; (h) liabilities or obligations under the ▇▇▇▇-▇▇▇▇▇▇ Act or other restricted grant or loan programs; (i) except for paid time off accruals of the Hired Employees and Extended Illness Bank Obligations, and obligations under Assumed Contracts, liabilities and obligations to Seller’s employees, Employee Benefit Plans, the Internal Revenue Service, PBGC or any other Governmental Authority arising from or relating to periods before Closing (whether or not triggered by the transactions contemplated by this agreement and whether or not imposed by Legal Requirements directly on Buyer as the transferee of the Assets or successor to the Hospital Businesses), including liabilities or obligations arising under any Employee Benefit Plan, severance pay program or arrangement, EEOC claim, unfair labor practice practice, and wage and hour practice, and liabilities or similar claim obligations arising under the WARN Act, as a result of acts of Seller before Closing; (j) Cost Report settlement payables relating to all Cost Report periods ending on or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to before the Closing Date; (viik) any liabilities or obligations of Seller in respect of periods ending on or before the Seller Closing Date, or any ERISA Affiliate resulting from the consummation of the Seller transactions contemplated by this agreement, under any Benefit Plan third-party payor programs and Government Payment Programs, including recoupment rights of the Seller Centers for Medicare & Medicaid Services or any ERISA Affiliate the Texas Department of the Seller covering any employees State Health Services and recapture of the Seller previously reimbursed charges or any ERISA Affiliate of the Seller including, without limitation, any expenses; (l) liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985owed to Cardinal Health, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller Inc. or any of its Affiliates pursuant to any Related Agreementunder terminated Contracts with such Persons; (xiiim) any liabilities or obligations of arising under the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wages, overtime, employment taxes, severance pay, transition payments in respect of compensation or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, instrument or agreement Accretive Contract and relating to any of the Assets other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by events or for the account of Seller prior to the Closing; and (xv) any liabilities or obligations of the Seller arising from the breach by the Seller periods on or prior to the Closing Date; and (n) penalties, fines, settlements, interest, costs and expenses arising out of or incurred as a result of any term actual or provision alleged violation by Seller of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed pursuant to Section 2.4 are herein called the "Excluded LiabilitiesLegal Requirement."

Excluded Liabilities. The Buyer Notwithstanding any provision of this Agreement to the contrary (and without implication that Purchaser is assuming any Liability of any Seller (other than Valley) or the Acquired Business or any Liability related to any of the Acquired Assets not expressly excluded), Purchaser is not assuming and shall not assume or be obligated required to pay, perform or otherwise discharge any Liabilities that are not specifically included in the following liabilities Assumed Liabilities (together with the Liabilities described below in this Section, the “Excluded Liabilities”). The Liabilities of the Acquired Business, other than those Excluded Liabilities enumerated below, shall continue to be the sole responsibility of the Acquired Business and the Purchaser’s sole recourse against the Sellers in respect of such Liabilities shall be under Article VIII. Sellers and AAHC shall (or obligationsshall cause one or more of their respective Affiliates to) pay, perform or discharge when due or required to be performed or discharged, or contest in good faith, the Excluded Liabilities. The undertaking by the Sellers in the immediately preceding sentence shall in no way expand the rights or remedies of any Person against Purchaser or Sellers or their respective officers, directors, employees, stockholders and advisors as compared to the rights and remedies that such Person would have had against such parties had the Sellers not made such undertaking. Without limiting the generality of the foregoing, such undertaking by the Sellers shall not create any third-party beneficiary rights, except as expressly contemplated hereby. The Excluded Liabilities are: (ia) any liabilities all Liabilities relating to or obligations of incurred in connection with the Seller in respect of any Excluded Assets or other assets of the Seller which are not Assets; (iib) all Liabilities of Sellers or any liabilities of their Affiliates (including the Sold Subsidiaries) under the 2003 Purchase Agreement; (c) all legal, accounting, brokerage, investment banking and finders’ fees or obligations other fees and expenses incurred by or on behalf of Sellers or any of their Affiliates in connection with this Agreement and the transactions contemplated hereby; (d) all Liabilities attributable to the Retained Businesses to the extent such Liabilities are not also attributable to the Acquired Business; (e) all Liabilities of Valley that are not Assumed Liabilities; and (f) (i) all Liabilities for Taxes of any Seller or any Affiliate of a Seller (other than Taxes of a Sold Subsidiary (A) imposed on a separate return basis, (B) imposed in respect of Taxes for which the Seller is liable pursuant a consolidated or other Tax group that includes only two or more Sold Subsidiaries, (C) imposed with respect to Section 7.8; (iii) any liabilities, obligations, or responsibilities relating to the disposal, storage, transportation, discharge, Release or recycling, by or for the Seller, of Hazardous Substances at any off-site location, which occurred prior to the Closing Date, provided period that "off-site location" does not include any location contaminated by Hazardous Substances migrating from or to the Assets; (iv) any liabilities, obligations or responsibilities relating to the Easements including, without limitation, liabilities related to the disposal, discharge or Release of Hazardous Substances, whether such liabilities, obligations or responsibilities arose from the ownership or operation of said property, equipment or machinery prior to or begins after the Closing Date, unless caused by the Buyer's activities, operations or equipment or such activities, operations or equipment of Buyer's contractors, agents or affiliates; (vD) any liabilities or obligations which are or would be required that is allocated to be accrued by the Seller on a balance sheet of the Seller as of the Closing Date prepared in accordance with generally accepted accounting principles; (vi) any liabilities or obligations relating to any personal injury, discrimination, wrongful discharge, unfair labor practice or similar claim or cause of action, which relate to the ownership or operation by the Seller of the Assets prior to the Closing Date; (vii) any liabilities or obligations of the Seller or any ERISA Affiliate of the Seller under any Benefit Plan of the Seller or any ERISA Affiliate of the Seller covering any employees of the Seller or any ERISA Affiliate of the Seller including, without limitation, any liabilities or obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended; (viii) any liabilities or obligations associated with the Response Actions required to be performed by Seller under Section 7.12 and any costs incurred by federal, state or local governmental authorities imposed on Buyer or Seller in connection therewith; (ix) any liability of the Seller arising out of a breach by the Seller of any of its obligations under this Agreement or any Related Agreement or Seller's Agreement; (x) any fines or penalties imposed by governmental agencies resulting from an investigation or proceeding pending prior to the Closing; or illegal acts, willful misconduct or gross negligence of the Seller prior to the Closing, other than with respect to the liabilities described in Sections 2.3(v) and (vi); (xi) any payment obligations of the Seller for goods delivered or services rendered prior to the Closing other than such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior to the Closing; (xii) any liabilities or obligations imposed upon, assumed or retained by the Seller or any of its Affiliates Purchaser pursuant to any Related Agreement; (xiii) any liabilities or obligations of the Seller resulting from entering into or performing its obligations pursuant to or consummating the transactions contemplated herein or in any Related Agreement; (xiv) any obligations for wagesSection 7.1(b)(ii)), overtime, employment taxes, severance pay, transition payments including Taxes imposed in respect of compensation consolidated or similar benefits accruing other tax groups of which a Seller or arising prior a Seller’s direct or indirect controlling Person is the parent, and also, for the avoidance of doubt, including all Deal-Related Taxes, (ii) all Stub Period Taxes and (iii) Straddle Period Taxes allocable to the Closing under any term or provision of any contractSellers pursuant to Section 7.1(b)(ii); provided, instrument or agreement relating to however, if any of the Assets other than foregoing Liabilities relate to transfer taxes described in Section 5.7, such obligations with respect to payment for capital improvements to Canal Station which would have been included in the Capital Improvement Amount had such payment obligations been expended by or for the account of Seller prior transfer taxes shall only be an Excluded Liability to the Closing; and (xv) any liabilities or obligations extent Sellers are responsible for payment of the Seller arising from the breach by the Seller on or prior to the Closing of any term or provision of any contract, instrument or agreement relating to any of the Assets. All such liabilities and obligations not being assumed transfer taxes pursuant to Section 2.4 are herein called the "Excluded Liabilities5.7."