Common use of Retained Liabilities Clause in Contracts

Retained Liabilities. The liabilities and obligations which shall be retained by each of the Sellers (the "Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, including, without limitation, the following: (a) all liabilities of each Seller relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statements; (b) all liabilities of each Seller or the Stockholder resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this Agreement; (c) all liabilities of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events occurring on or prior to the Closing Date; (e) all liabilities of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conduct; (f) any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; and (i) all liabilities and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISA.

Retained Liabilities. The liabilities Notwithstanding anything to the contrary contained in Section 2.6, Seller and obligations which its Subsidiaries shall retain and be retained by each solely responsible for, and neither Purchaser nor any of its Subsidiaries shall assume, the Sellers following Liabilities (the "“Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, including, without limitation, the following:”): (a) all liabilities any Indebtedness of, or owed by, Seller or any of each Seller relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statementsits Subsidiaries; (b) all liabilities of each any accounts payable or trade payables of, or owed by, Seller or the Stockholder resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this Agreementits Subsidiaries; (c) any and all liabilities Liabilities arising prior to, at or after the Closing relating to or arising under any Benefit Plan or in respect of each any current or former employee of Seller for Taxesor any of its Subsidiaries or any other individual employed or engaged by any Person to provide services to the Business prior to or at the Closing, including other than any gain and income from the sale of the Assets and other transactions contemplated hereinLiabilities explicitly assumed by Purchaser pursuant to Section 2.6(c) or Section 5.6; (d) any and all liabilities Liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Excluded Business or the Purchased Assets which relate to time periods or events occurring on or prior to the Closing DateTaxes; (e) any and all liabilities of each Seller arising in connection with its operations unrelated Liabilities for financial advisory, professional, legal, consulting or accounting fees relating to the Business negotiation, preparation, approval or completion of this Agreement and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of other Transaction Documents and the Business prior to Transactions and the Closing except as otherwise specifically provided herein other transactions contemplated hereby and any liability of such Seller based on its tortuous or illegal conductthereby; (f) any liability and all Liabilities of any business or obligation incurred by each business line of Seller in connection with or any of its Subsidiaries (including the negotiationBusiness) that was sold or otherwise disposed of prior to the Closing, execution including under any Contract related thereto and including any Liabilities arising from or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expensesrelating to any such Contract; (g) any and all liabilities incurred by each Liabilities with respect to, relating to or resulting from the matters, events, violations or allegations described on Section 2.7(g) of the Seller after Disclosure Letter, other than any Liabilities to the extent arising out of or resulting from Post-Closing DateInfringement Claims; (h) any and all liabilities Liabilities to the extent relating to, arising out of or obligations associated with a Seller's employees, including but not limited to resulting from any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from of the decision of Buyer not to offer employment to any such employeesExcluded Assets; and (i) any and all liabilities Liabilities that do not constitute Assumed Liabilities. Seller and obligations arising out ofPurchaser acknowledge and agree that neither Purchaser nor any of its Subsidiaries will be required to assume, resulting from, retain or relating to be responsible for any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISARetained Liabilities.

Retained Liabilities. The liabilities and obligations which shall be retained by each of the Sellers Company (the "Retained Liabilities") shall consist of all liabilities of such Seller the Company other than Assumed Liabilities, including, without limitation, the following: (a) all liabilities of each Seller the Company relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statementsmoney; (b) all liabilities of each Seller or the Stockholder Company resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller or Company under this Agreement in accordance with the Stockholder under indemnification provisions of this Agreement; (c) all liabilities of each Seller the Company for federal, state, local or foreign Taxes, including Taxes incurred in respect of or measured by the income of the Company earned on or realized prior to the Closing Date, including any gain and income from the sale of the Assets and other transactions contemplated herein, excluding those incurred by Buyer in connection with this transaction; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred health or safety claims to herein) or other claims pertaining to the extent arising out of the operation of the Business or the Purchased Assets which relate to time periods or events occurring by the Company on or prior to before the Closing Date; (e) all liabilities of each Seller the Company arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conductin Schedule 2.3; (f) any liability of the Company based on its tortious or illegal conduct; (g) any liability or obligation incurred by each Seller the Company in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after the Closing Dateexpenses other than through Buyer's breach of this Agreement; (h) all liabilities incurred by the Company after the Closing Date other than through Buyer's breach of this Agreement (except to the extent such liability is specifically assumed by Buyer); and (i) all liabilities or obligations associated with a Seller's employeesthe Business Employees (as defined in Section 5.5(b)(i)), including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, any Plan (as defined in Section 3.19), unemployment or workers' compensation laws, or any liability or obligation arising from sales commissions (other than on orders shipped and billed after the decision of Buyer not to offer employment to any such employees; and (iClosing Date) all liabilities and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller unless specifically provided for purposes of section 414 of the Code or section 4001 of ERISAelsewhere in this Agreement.

Retained Liabilities. The In no event shall the Buyer assume or incur any liability or obligation under Section 2.3 or otherwise in respect of any liabilities or obligations of the Sellers or with respect to the Business prior to the Closing Date other than the Assumed Liabilities and the Sellers shall remain solely liable for all such liabilities and obligations which shall be retained by each of the Sellers (the "“Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities”), including, without limitation, including the following: (a) all liabilities except as is contemplated by Section 2.3(b) above, any product liability or similar claim for any injury to person or property, regardless of each Seller when made or asserted, which arises out of or is based upon any express or implied representation, agreement or guarantee made by any FS Tech Entity, or alleged to have been made by any FS Tech Entity, or which is imposed or asserted to be imposed by operation of law, in connection with any service performed or product sold or leased by or on behalf of such FS Tech Entity prior to the Closing Date, including without limitation any claim relating to indebtedness any product delivered prior to the Closing in connection with the performance of such service and any claim seeking recovery for borrowed money whether direct, incidental, special, or not such liabilities are reflected on the Seller Financial Statementsconsequential damage, lost revenue or income; (b) all liabilities any federal, state, foreign or local income or other Taxes (x) payable with respect to the Business, Assets, properties or operations of each Seller the Sellers or the Stockholder resulting from, constituting or relating to a breach any member of any Affiliated Group of which either is a member for any period prior to the Closing Date, or (y) assessed against the Sellers and incident to or arising as a consequence of the representations, warranties, covenants negotiation or agreements consummation by the Sellers or any member of any Affiliated Group of which either is a member of this Agreement and the such Seller or the Stockholder under this Agreementtransactions contemplated hereby; (c) all liabilities of each Seller for Taxes, including any gain and income from liability or obligation under or in connection with the sale of the Assets and other transactions contemplated hereinExcluded Assets; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to hereinis contemplated by Sections 2.3(c) and (g) above, any liability or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events occurring on or obligation arising prior to or as a result of the Closing Dateto any employee(s), agents or independent contractors of the Sellers, whether or not employed by the Buyer after the Closing, or under any compensation or benefit arrangement with respect thereto, including but not limited to liabilities to third parties with respect to any such benefit arrangement. For purposes of this subsection (d), (x) the term “employees” shall include without limitation former employees as well as the family members of current and former employees, and (y) the term “liability or obligation” shall include any monies owed or that may be owed pursuant to any contract, agreement or understanding, written or verbal, between any Seller and any employee or former employee of any Seller; (e) all liabilities of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business obligation arising prior to the Closing except as otherwise specifically provided herein and Date related to any liability of such Seller based on its tortuous or illegal conductreal estate and/or environmental matters; (f) any liability or obligation related to any action, suit, Proceeding, demand, assessment or judgment arising from events occurring on or before the Closing Date of any nature whatsoever, including, but not limited to, (A) Case No. 3:10-CV-00146 ▇▇▇▇ ▇. ▇▇▇▇▇▇ v. Federal Signal Corporation, FS PIPS UK and Federal Signal of Europe BV y CIA, SC filed in the U.S. District Court, Eastern District of Tennessee (Knoxville) on April 5, 2010, and (B) the demand from Global Telecommunications Services, Buenos Aires, Argentina; (g) any liability or obligation attributable to the infringement of third party intellectual property arising from any service performed or any product used, manufactured or sold by any Seller prior to the Closing Date, including but not limited to such liabilities or obligations arising from or in connection with the Neology Lawsuits; (h) any liability or obligation of the Sellers arising or incurred by each Seller in connection with the negotiation, preparation and execution or performance of this AgreementAgreement and the transactions contemplated hereby and fees and expenses of the Sellers’ counsel, includingaccountants, without limitationfinancial advisors, all legal, accounting, brokers', finders' and other professional fees and expensesexperts; (gi) all liabilities any liability or obligation of the Sellers arising from or incurred by each Seller after the Closing Datein connection with trade compliance, including but not limited to that related to compliance with applicable customs, export controls and sanctions, country of origin, product marking, anti-boycott, free trade agreement and hazardous materials Laws, regulations, rulings, Permits, licenses and Orders; (hj) all liabilities any liability or obligations associated with obligation of the Sellers to pay bonuses or other compensation to any current or former employee of the Business as a Seller's employees, result of the transactions contemplated by this Agreement (including but not limited to any liability or obligation under the Sale Bonus Agreements); (k) any liability or obligation of the Sellers with respect to any collective bargaining agreement, employment agreement, unemployment defined benefit pension plan in which any of the current or workers' compensation laws, former employees of the Business currently participate or have at any time participated; (l) any liability or obligation arising from of the decision Sellers relating to stock-based compensation (including stock options, restricted stock, restricted stock units and performance share units) granted to or held by any current or former employee of Buyer not to offer employment to any such employees; andthe Business; (im) all any liability or obligation of the Sellers relating to deferred compensation, workers compensation or long-term incentive compensation of each current or former employee of the Business arising on or before the Closing Date; (n) any other liability or obligation of the Sellers of any kind relating to Business Employees who do not become Transferring Employees, whether such liability or obligation arises on, before, or after the Closing Date; or (o) except as is contemplated by Section 2.3(b), any liabilities and obligations arising out offrom the recall, resulting fromdesign defect or other warranty Claims for any products manufactured or sold or services performed prior to the Closing Date, regardless of when such Claims are made or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISAasserted.

Retained Liabilities. The liabilities and obligations which shall be retained by each of Other than the Sellers (the "Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, includingBuyer shall not assume and shall not be responsible to pay, without limitationperform or discharge any liabilities of Seller or any of its Affiliates of any kind or nature whatsoever (all liabilities that are not Assumed Liabilities, collectively, the “Retained Liabilities”), including the following: (a) all liabilities any obligation or Liability arising out of each Seller or relating to indebtedness for borrowed money whether or any Mortgage Loan that is not such liabilities are reflected on the Seller Financial Statementsa Pipeline Loan; (b) all liabilities any obligation or Liability arising out of each Seller or the Stockholder resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this AgreementPipeline Loan that is not an Assumed Liability; (c) all liabilities any obligation or Liability arising out of each Seller for Taxes, including any gain and income from or relating to the sale of the Assets and other transactions contemplated hereinExcluded Businesses; (d) all liabilities Liabilities and obligations for all environmental(i) Taxes of Seller and its Affiliates for any period, ecological(ii) Taxes (including, healthwithout limitation, safety, products liability (except as specifically referred any amounts owed by Buyer relating to hereinTaxes pursuant to a contract or otherwise) or other claims pertaining relating to the Business or the Purchased Assets which relate to time periods or events occurring the Assumed Liabilities for any taxable period ending on or prior to before the Closing Date, (iii) Straddle Period Taxes for which Seller is responsible pursuant to Section 6.08(b), and (iv) any Taxes for which Seller is responsible pursuant to Section 6.08(a); (e) all liabilities any obligation or Liability arising out of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant or relating to any claim, litigation or proceeding) in connection with the operation Contract of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conductthat is not an Assigned Contract; (f) any liability obligation or obligation incurred by each Liability of Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited respect to any liability employee or former employee of Seller and any obligation or Liability of Seller under or with respect to any collective bargaining agreementSeller Benefit Plan; (g) any obligation or Liability of Seller arising out of or related to the Excluded Assets; (h) any obligation or Liability of Seller arising out of this Agreement; (i) except as otherwise provided in Section 2.01(i), employment agreementany litigation of Seller; (j) any Indebtedness of Seller; (k) except as otherwise specifically set forth herein with respect to the Purchased Assets and Assumed Liabilities, unemployment any obligation or workers' compensation laws, Liability of Seller existing immediately prior to the Effective Date or arising out of any liability or obligation arising from transaction entered into by Seller prior to the decision of Buyer not to offer employment to any such employeesEffective Date; and (il) all liabilities and obligations arising out ofexcept as otherwise specifically provided herein, resulting from, any obligation or relating to Liability of any employee benefit plan, program, or arrangement maintained or contributed to by each Affiliate of Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISA.

Retained Liabilities. The liabilities and obligations which shall be retained by each of Except for the Sellers (the "Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, includingthe Buyer shall not assume or in any way be responsible for any liabilities of the Seller or any of its Affiliates, without limitationincluding the following liabilities (the liabilities retained by the Seller, collectively, the following“Retained Liabilities”), which Retained Liabilities shall remain the responsibility and obligation of the Seller or one or more of its Affiliates after Closing: (a) all liabilities of each Seller Liabilities to the extent relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statementsany Excluded Assets; (b) all liabilities Liabilities of each the Seller or the Stockholder resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this Agreementits Affiliates that are not Assumed Liabilities; (c) all obligations relating to and liabilities of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated hereinIndebtedness; (d) all liabilities Retained Employee Liabilities; (e) all Liabilities, obligations and expenses of any kind or nature relating to Taxes of the Seller and, with respect to the Purchased Assets, for any period ending on or before the Closing Date (including any liabilities, obligations and expenses pursuant to any tax sharing agreement, tax indemnification or similar arrangement) and any Taxes payable in connection with the transaction contemplated by this Agreement; (f) all environmentalLiabilities for or in connection with any products manufactured or sold or services provided by the Seller or any of its Affiliates, ecologicalincluding product liability claims or Actions and warranty, healthrepair and other obligations, safetyarising out of the operation of the Business prior to the Closing; (g) all Liabilities of the Seller or its Affiliates pursuant to this Agreement or any Transaction Document (including Liabilities with respect to payment of expenses or indemnification); (h) all Liabilities arising under Environmental Laws to the extent relating to, products liability (except as specifically referred to herein) arising out of or other claims pertaining to resulting from the operation of the Business or the ownership of the Purchased Assets which relate prior to time periods the Closing or events occurring on the Excluded Assets (“Retained Environmental Liabilities”); provided, however, that, with respect to such Liabilities arising out of the ownership or operation of Cell 4a of the ▇▇▇▇▇▇ Landfill, the Retained Environmental Liabilities shall be a percentage of the total Liabilities described above equal to the percentage of the total permitted capacity of Cell 4a that has been filled prior to the Closing Date; (ei) all liabilities Liabilities arising out of each Seller arising or incurred in connection with its operations unrelated to or as a result of any Action or Order (including, for the Business avoidance of doubt, any claims seeking workers’ compensation benefits or similar benefits or employment-based claims and all liabilities (including any liability pursuant Orders relating thereto) relating to any claimclaim of asbestos-related injury or damage for any pre-Closing period, litigation or proceeding) including in connection with any Action or Order based on, or relating to, the operation working and/or other conditions (including environmental conditions) of the Business or any of its facilities, including any facilities owned or operated by the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conduct; (f) any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employeesClosing; and (ij) all liabilities Liabilities, obligations and obligations arising out of, resulting from, expenses of any kind or nature relating to any employee benefit plan, program, or arrangement maintained or contributed assessments by the Public Service Commission of Wisconsin charged to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 members of the Code Wisconsin Valley Improvement Corporation for any period ending on or section 4001 of ERISAbefore the Closing Date.

Retained Liabilities. The liabilities Notwithstanding anything in this Agreement to the contrary and obligations which excluding the Assumed Liabilities (unless otherwise specified below), Buyer shall not assume, and shall not be deemed to have assumed, and Seller and its Affiliates shall be retained by each solely and exclusively liable with respect to, and shall pay, perform or discharge, indemnify, defend and hold harmless Buyer and its Affiliates against, any loss, liability, damage or expense arising from those certain specified Liabilities of Seller set forth below (collectively, the Sellers (the "“Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, including, without limitation, the following:”): (a) all liabilities of each Seller Liabilities solely relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial StatementsRetained Assets; (b) all liabilities of each Liabilities that Seller and its Affiliates have expressly agreed to retain, pay for or the Stockholder resulting frombe responsible for, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under as particularly set forth in this Agreement; (c) all liabilities Liabilities relating to any professional fees and expenses of each Seller for Taxesor any of its Affiliates incurred in connection with this Agreement, including any gain fees or expenses of legal counsel to Seller and income from the sale fees and expenses of the Assets and other transactions contemplated hereinH▇▇▇▇▇▇▇ L▇▇▇▇ or any of its Affiliates; (d) all liabilities for all environmentalany Liabilities arising from the pending litigation set forth in Schedule 4.09, ecological, health, safety, products liability excluding the Liabilities assumed by Buyer pursuant to Section 2.03(h) hereof; (e) subject to Sections 2.05(f) and 2.07 hereof and except as specifically referred to herein) or other claims pertaining to provided in Section 8.03 hereof, all Liabilities for Taxes arising out of the Business or any of the Purchased Acquired Assets which relate attributable to time periods any period (or events occurring portion thereof) ending on or prior to the Closing Date; (e) all liabilities of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conductClosing; (f) any liability retrospective premiums, reinsurance payments, payments under reimbursement contracts or obligation incurred other adjustments under any insurance policy covering any Retained Liability; (g) all Liabilities relating to any agreement or arrangement not transferred to or acquired by each Seller in connection with Buyer pursuant to this Agreement which requires payments to be made or benefits to be given upon or after the negotiation, execution or performance of Closing; (h) subject to Sections 2.05(f) and 2.07 hereof and except as otherwise expressly assumed by Buyer pursuant to this Agreement, all Liabilities to Employees or former employees of the Business, including, without limitation, all legal, accounting, brokers', finders' Liabilities under the Plans and all other professional fees and expensesemployee benefit plans maintained by Seller or any of its Affiliates; (gi) subject to Sections 2.05(f) and 2.07 hereof and except as otherwise expressly assumed by Buyer pursuant to this Agreement, all liabilities incurred by each Seller after the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited Liabilities of GH Securities attributable to any liability period (or obligation under portion thereof) ending on or with respect prior to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employeesClosing; and (ij) all liabilities and obligations arising out Liabilities relating to the Business or any of the Acquired Assets and/or any services which are performed by the Business which are Pre-Closing Environmental Liabilities or which constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of, resulting fromor noncompliance with, any applicable law, including, without limitation, any law relating to employment, workers’ compensation, occupational health and safety, occupational disease, occupational injury, toxic tort or Environmental Law, in each case arising from or based on Seller’s or any of its Affiliates’ conduct, or relating failure to any employee benefit planact, programoccurring during the period of Seller’s title to the related Acquired Assets. In the event of a conflict between the definition of “Assumed Liabilities” and the definition of “Retained Liabilities”, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes the definition of section 414 of the Code or section 4001 of ERISA“Assumed Liabilities” shall control.

Retained Liabilities. The liabilities and obligations which shall be retained by each of the Sellers Company (the "“Retained Liabilities"”) shall consist of all liabilities of such Seller the Company other than Assumed Liabilities, including, without limitation, the following: (a) all liabilities of each Seller the Company relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller unaudited balance sheet of the Company as of March 31, 2006, included in the Financial StatementsStatements (as defined herein); (b) all liabilities of each Seller the Company or the Stockholder Sole Member resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller Company or the Stockholder Sole Member under this Agreement; (c) all of the Company’s trade and accounts payable (billed and unbilled); (d) subject to Section 6.6(a), all liabilities of each Seller the Company for Taxes (as hereinafter defined) incurred on or prior to the Closing Date, including without limitation, with respect to the operations or income of the Company on or prior to the Closing Date, all sales, use and withholding Taxes, including and any gain and or income from the sale of the Purchased Assets and other the transactions contemplated herein; (de) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business Company’s business or the Purchased Assets which relate to time periods or events occurring on or prior to the Closing Date; (ef) all liabilities of each Seller the Company arising in connection with its operations unrelated to the Company’s Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Company’s Business prior to the Closing except as otherwise specifically provided herein and herein; (g) any liability of such Seller the Company based on its tortuous tortious or illegal conduct; (fh) any liability or obligation incurred by each Seller the Company in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers'’, finders' ’ and other professional fees and expenses; (gi) all liabilities incurred by each Seller the Company after the Closing Date;; and (hj) all liabilities or obligations associated with a Seller's the employees, consultants, contractors or agents of the Company, including but not limited to accrued vacation for all employees, consultants, contractors or agents, any liability or obligation under or with respect to any collective bargaining agreementemployment, employment agreementconsulting, independent contractor, agency or similar agreement any plan, unemployment or workers' ’ compensation laws, sales commissions, or any liability or obligation arising from the termination of any employee, consultant, contractor or agent by the Company or any decision of by the Buyer not to offer employment or continued service to any such employees; and (i) all liabilities and obligations arising out ofemployee, resulting fromconsultant, contractor or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 agent of the Code or section 4001 of ERISACompany.

Retained Liabilities. The Notwithstanding anything contained in this Agreement to the contrary, Buyer does not assume or agree to pay, satisfy, discharge or perform, and will not be deemed by virtue of the execution and delivery of this Agreement or any document delivered at the Closing pursuant to this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability, obligation or indebtedness of Seller, whether primary or secondary, direct or indirect, other than the Assumed Liabilities. Seller shall retain and pay, satisfy, discharge and perform in accordance with the terms thereof, all liabilities and obligations which shall be retained by each of other than the Sellers Assumed Liabilities (the "Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, including, without ). Without limitation, the followingRetained Liabilities shall include: (a) all obligations or liabilities of each Seller relating or any Affiliate of Seller in respect of the Contracts arising from or attributable to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statementsperiod before Closing; (b) all obligations or liabilities of each Seller or the Stockholder resulting fromany Affiliate of Seller in respect of trade payables, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this Agreementother accounts payable and accrued expenses; (c) all obligations or liabilities of each Seller for Taxes, including or any gain and income from the sale Affiliate of Seller that relate to any of the Assets and other transactions contemplated hereinExcluded Assets; (d) all obligations or liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred of Seller or any Affiliate of Seller that relate to herein) Taxes arising from or other claims pertaining attributable to the Business or the Purchased Assets which relate to time periods or events occurring on or prior to the Closing Dateperiod before Closing; (e) all obligations or liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by Seller or any Affiliate of each Seller arising in connection with its operations unrelated with, resulting from or attributable to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conducttransactions contemplated by this Agreement; (f) all obligations or liabilities of Seller or any liability Affiliate of Seller for any borrowed money, and all obligations or obligation incurred by each Seller liabilities arising under any letter of credit or guaranty issued in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expensestherewith; (g) all obligations or liabilities incurred of Seller or any Affiliate of Seller resulting from, caused by each or arising out of, directly or indirectly, the operation of the Business, or the ownership or lease of any of the Assets or any properties or assets previously used in the Business at any time prior to the Closing, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, or violation of any legal requirement, contract or agreement by which Seller after the Closing Dateis bound; (h) all liabilities obligations in respect of present or obligations associated with a former employees or independent contractors of Seller or any Affiliate of Seller's employees, including but not limited to (i) claims for severance, unemployment compensation or insurance, any liability employee benefits or obligation under other compensation or damages by or on behalf of any present or former employees or independent contractors of Seller or by or on behalf of any Governmental Authority in respect of present or former employees or independent contractors of Seller; (ii) all liabilities and obligations of Seller or any Affiliate of Seller with respect to present or former employees or independent contractors of Seller under any collective bargaining agreementPlan; and (iii) all liabilities and obligations with respect to physical, employment agreement, unemployment mental or workers' compensation laws, other health conditions of present or any liability former employees or obligation arising from the decision independent contractors of Buyer not to offer employment to any such employeesSeller; and (i) any and all obligations or liabilities and obligations that Sellers may have to any third person arising out ofof or in connection with such person's employment with, resulting frominvestment in or relationship to any of the Sellers, or relating to any employee benefit plan, program, arising out of or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated in connection with such Seller for purposes the execution of section 414 this Agreement and the consummation of the Code or section 4001 of ERISAtransactions contemplated hereby.

Retained Liabilities. The liabilities Notwithstanding Section 1.3, any other provision in this Agreement or any other writing to the contrary, the Purchaser is assuming only the Assumed Liabilities and obligations which is not assuming any other Liability of the Company (or any predecessor of the Company or any prior owner of all or part of its businesses and assets) of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities shall be retained by each and remain Liabilities of the Sellers Company (all such Liabilities not being assumed being herein referred to as the "“Retained Liabilities") shall consist of all liabilities of such Seller ”). Notwithstanding any provision in this Agreement or any other than Assumed Liabilitieswriting to the contrary, including, without limitation, the followingRetained Liabilities include: (a) all liabilities of each Seller relating to any indebtedness or obligation for borrowed money whether or not such liabilities are reflected on of the Seller Financial StatementsCompany and its Affiliates; (b) all liabilities of each Seller or except for the Stockholder resulting fromLiabilities explicitly set forth on Exhibit 1.2, constituting or any Liability relating to a breach of any of the representationsemployee benefits, warranties, covenants compensation arrangements or employment or severance agreements of the such Seller or the Stockholder under this Agreement; (c) all liabilities of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events occurring existing on or prior to the Closing Date, including, without limitation, any key employee retention program or similar program adopted by the Company and/or approved by the Bankruptcy Court including, without limitation, with respect to the benefits listed on Exhibit 1.4, or any of the Company’s Plans (including, but not limited to, any Title IV Plan), including, without limitation, those Plans specifically listed on Schedule 2.9(a) and any Employee Obligations; (c) any Liabilities for Taxes (including Taxes resulting from the consummation of the transactions contemplated by this Agreement, except as provided in Section 8.3(b)); (d) any Liability arising out of or relating to any violation of any law, rule, regulation, judgment, injunction, order or decree occurring or arising out of or relating to any event or condition occurring or existing at or prior to the Closing; (e) any Liability for (i) all liabilities of each Seller arising in connection with its operations unrelated to the Business costs and all liabilities (including any liability pursuant to any claim, litigation expenses incurred or proceeding) owed in connection with the operation administration of the Business prior to Chapter 11 Case (including the Closing except as otherwise specifically provided herein U.S. Trustee fees, the fees and any liability expenses of such Seller based on its tortuous attorneys, accountants, financial advisors, consultants and other professionals retained by the Company, the creditors’ committee, the post-petition lenders or illegal conduct; the pre-petition (fthe “Chapter 11 Professionals”) any liability lenders incurred or obligation owed in connection with the administration of the Chapter 11 Case); (ii) all costs and expenses of the Company incurred by each Seller in connection with the negotiation, execution or performance and consummation of the transactions contemplated under this Agreement, including, without limitation, all legal, accounting, brokers', finders' ; and other professional fees and expenses; (giii) all liabilities incurred by each Seller after the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employeespost-petition accounts payable; and (if) all liabilities the obligation to pay the Breakup Fee as defined in that certain Purchase Agreement, dated as of February 12, 2005, by and obligations arising out ofamong the Company, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISAGZ Holding Corp. and GMM Trust.

Retained Liabilities. The Buyer shall not assume and at the Closing Sellers shall retain, be responsible for and pay, perform and discharge when due, all of the liabilities and obligations which shall be retained by each of relating to or arising from the Sellers following (collectively referred to herein as the "Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, including, without limitation, the following:): (a) all liabilities of each Seller relating to any indebtedness for money borrowed by Citizens or LGSN (including items due to a Seller or its Affiliates) other than payment obligations arising after the Closing Date (i) under any equipment lease listed in Part VIII of Schedule 5.12, (ii) under any line extension Contracts or similar construction arrangements and (iii) in respect of customer deposits or advances, it being understood and agreed that such leases, Contracts, deposits, advances and similar arrangements do not create indebtedness for money whether or not such liabilities are reflected on the Seller Financial Statementsborrowed; (b) all liabilities Taxes of each Seller Citizens or the Stockholder resulting from, constituting LGSN or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this Agreementtheir Affiliates; (c) all liabilities of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated hereinExcluded Assets; (d) all liabilities for all environmentalNon-Transferred Employees, ecological, health, safety, products liability the Employee Plans and the Employee Agreements (except as specifically referred to herein) or other claims pertaining in each case to the Business extent otherwise provided in Article X) and any breach or the Purchased Assets which relate default by, or obligations of, Citizens or LGSN with respect to time periods any Transferred Employee occurring, arising or events occurring accruing on or prior to the Closing DateDate or occurring, arising or accruing with respect to any event which occurred on or prior to the Closing Date (except to the extent any such obligation becomes the obligation of Buyer in accordance with Article X); (e) the Proceedings listed on Schedule 5.8 and all liabilities of each Seller arising in connection with its operations unrelated to other Proceedings, other than General Proceedings, involving Citizens or LGSN, the Assets or the Business and all liabilities based on conduct (including Citizens' or LGSN's performance under any liability pursuant to any claimContract included among the Assets), litigation action, facts, circumstances or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based conditions existing, arising or occurring on its tortuous or illegal conduct; (f) any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after before the Closing Date; (hf) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or Environmental Liabilities with respect to any collective bargaining agreementaction, employment agreementfact, unemployment circumstance or workers' compensation lawscondition to the extent existing, arising or occurring on or before the Closing Date other than with respect to the existence of non-friable asbestos and asbestos-containing materials (to the extent the same do not violate existing Environmental Law) and any post-Closing activity that disturbs asbestos or asbestos-containing materials; (g) any obligation or liability owing to either Seller or any liability or obligation arising from the decision of Buyer not to offer employment to any such employeestheir Affiliates; and (ih) all other liabilities and obligations arising out ofor obligations, resulting fromwhether known or unknown, accrued or contingent, of Citizens or LGSN relating to any employee benefit plan, program, or arrangement maintained arising from the ownership or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 use of the Code Assets or section 4001 the operation or conduct of ERISA.the Business by Citizens or LGSN (or their predecessors in interest) on or before the Closing Date that is not an Assumed Liability or that becomes the responsibility of Buyer as provided in Article X.

Retained Liabilities. The Parties agree that, except for the Assumed Liabilities, Seller shall retain and satisfy when due all liabilities and obligations which shall be retained by each of any kind of Seller, the Company or transactions of the Sellers Business resulting from any occurrence or set of circumstances or act or omission of Seller, Owners or employees existing prior to or as of the Closing Date (the "Retained Liabilities") ). Retained Liabilities shall consist of all liabilities of such Seller other than Assumed Liabilitiesinclude, including, without limitation, the followingbut are not limited to: (a) all any liabilities of each Seller or obligations relating to indebtedness for borrowed money whether or not such arising out of the Excluded Assets, and any liabilities are reflected on or obligations relating to or arising from the Seller Financial Statements;operation of the Company and Business including, utility bills, insurance premiums, accounts payable to vendors, commissions and compensation payable to employees, agents, contractors, or distributors, unpaid invoices (b) all any liabilities or obligations for (i) Taxes relating to the Company or the Company’s transaction of each Business, the Purchased Assets or the Assumed Liabilities for any taxable period ending on or prior to the Closing Date and (ii) any other Taxes of Seller or Owner for any taxable period prior to the Stockholder resulting fromClosing Date, constituting or relating to a breach of any of the representationsincluding, warrantiesbut not limited to, covenants or agreements of the such Seller or the Stockholder under this Agreementpayroll, income, sales and other taxes; (c) all any liabilities or obligations of each Seller for Taxesrelating to or arising out of (i) the employment, including or termination of employment, of any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining Employee prior to the Business Closing, or the Purchased Assets (ii) workers' compensation claims of any Employee which relate to time periods or events occurring on or prior to the Closing Date; (ed) all any liabilities or obligations of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) incurred in connection with the operation negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, business brokers, advisers and others; (e) any liabilities and obligations for any credit card, or other interest bearing or borrowing, or other liabilities of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conductCompany; (f) any liability or obligation incurred by each liabilities and obligations of Seller in connection with set forth on Section 2.04(f) of the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expensesDisclosure Schedules; (g) all liabilities incurred by each Seller after any environmental claims or liabilities, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing Date;Date or otherwise to the extent arising out of any actions or omissions of Seller (h) all liabilities any recall, design defect, refunds or obligations associated with a Seller's employees, including but not limited to similar claims of any liability products manufactured or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, sold or any liability or obligation arising from the decision of Buyer not to offer employment to any such employeesservice performed by Seller; and (i) all liabilities and obligations arising any product liability or similar claim for injury to a person or property which arises out ofof or is based upon any express or implied representation, resulting fromwarranty, agreement or relating to any employee benefit plan, program, or arrangement maintained or contributed to guaranty made by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 by reason of the Code improper performance or section 4001 malfunctioning of ERISA.a product, improper design or manufacture, failure to adequately package, label or warn of hazards or other related product defects of any products at any time manufactured or sold or any service performed by Seller

Retained Liabilities. The liabilities Except as specifically set forth in Section 1.5, Seller retains all Liabilities directly or indirectly arising out of or related to (i) the Retained Assets and obligations which shall be retained by each (ii) the operation of the Sellers Business on and prior to the Closing Date, whether such Liabilities are disclosed on a Schedule hereto or any other document provided to Buyer, known or unknown, disclosed or undisclosed, matured or unmatured, accrued, absolute or contingent on and as of the Closing Date (collectively, the "“Retained Liabilities") ”). Without limiting the generality of the first sentence of this Section 1.4, Buyer shall consist not assume or become liable for any obligations or Liabilities of all liabilities of such Seller other than Assumed Liabilitiesnot specifically described in Section 1.5, including, including without limitation, the followingfollowing Retained Liabilities: (a) all liabilities of each Seller relating to indebtedness Any Liability for borrowed money whether any incorrect, erroneous, improper or not such liabilities are reflected on the Seller Financial Statements; (b) all liabilities of each false ▇▇▇▇▇▇▇▇ or requests for reimbursements made by Seller or the Stockholder resulting fromoverpayments received by Seller under any Medicare, constituting or relating to a breach of any of the representationsMedicaid, warranties, covenants or agreements of the such Seller or the Stockholder under this Agreement; (c) all liabilities of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining government or private payor arrangement in respect of goods or services provided on or prior to the Business Closing Date or the Purchased Assets which relate to time periods any other violation of Laws or events occurring Orders on or prior to the Closing Date; (b) Any Liability for failure by Seller to have complied with the terms of any corporate integrity programs or compliance plans with Regulatory Authorities; (c) Any Liability arising out of any breach by Seller prior to or on or as a result of the Closing of any provision of the Seller Agreements (as defined herein) or any other contract to which Seller is a party; (d) Any Liability arising prior to or as a result of the Closing, to any employee, agent, or independent contractor of Seller, whether or not employed by Buyer after the Closing, or under any benefit arrangement with respect thereto; (e) all liabilities All wages, commissions, vacation, holiday, workers’ compensation and sick pay obligations of each Seller arising with respect to its employees, including, but not limited to, the employees engaged in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to listed on Schedule 2.14(a), accrued through the Closing except Date and all bonuses and fringe benefits as otherwise specifically provided herein to such employees accrued through the Closing Date, and any liability all severance pay obligations of such Seller based on its tortuous or illegal conductto employees resulting from the consummation of the transactions contemplated by the Agreement; (f) Any Liability arising out of any liability employee benefit plan maintained by or obligation incurred by each Seller in connection with the negotiation, execution or performance covering employees of this AgreementSeller, including, without limitationbut not limited to, all legalthe Business Employees, accounting, brokers', finders' and other professional fees and expensesor to which Seller has made any contribution or to which Seller could be subject to any Liability; (g) all liabilities Any Liability for any Taxes of Seller whether disputed or not, including any Liabilities or obligations of Seller relating to any transfer, sales, use, excise, realty transfer, controlling interest, recording, documentary stamp and other similar non-income Taxes and fees incurred by each Seller in connection with the consummation of the transactions contemplated in this Agreement (“Transfer Taxes”) as set forth in Section 4.9, and including any Taxes resulting from any gain on the sale of the Assets pursuant to this Agreement, any Taxes related to the Assets or the Business with respect to Taxable periods ending on or prior to the Closing Date, and in the case of Taxable periods ending after the Closing Date (but beginning before the Closing Date;), the portion of such periods ending on or prior to the Closing Date; and (h) all liabilities Any Liability related to, arising out of, or obligations associated in connection with a Seller's employeesthe Parties’ waiver of compliance with any Bulk Transfer Act or any similar statute as enacted in any jurisdiction, domestic or foreign (if applicable), including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; anddefenses thereof and reasonable attorneys’ and other professional fees. (i) all liabilities and obligations arising out of, Any Liability resulting from, from Seller’s acts or relating omissions made on or prior to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISAClosing Date.

Retained Liabilities. The liabilities and obligations which shall be retained by each of Except for the Sellers (the "Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, includingSeller shall continue to bear sole responsibility and liability for all other obligations, without limitationliabilities, commitments, debts or guarantees of the Business, Seller or any subsidiary or affiliate of Seller (collectively referred to as the “Retained Liabilities”). The Retained Liabilities shall include, but not be limited to, any and all liabilities with respect to any of the following, whether the claim is made or asserted before or after the Closing: (a) any liabilities or obligations of Seller to its creditors not paid prior to or at the Closing, including, without limitation the obligations arising under that certain Promissory Note dated as of August 13, 2010, maturing August 13, 2011 made by Seller in favor of First Bank of Commerce in the maximum principal sum of $800,000.00 (the “Bank”), and any and all liabilities of each Seller obligations and instruments relating to indebtedness for borrowed money whether or not such liabilities are reflected on thereto (collectively, the Seller Financial Statements“Existing Bank Debt”); (b) all any liabilities or obligations of each Seller or with respect to any transactions of Seller occurring after the Stockholder resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this AgreementClosing; (c) all any sales or income tax or other liabilities or obligations of each Seller for Taxes, including any gain and income from the sale incurred in connection with Seller's operation of the Assets and other transactions contemplated hereinBusiness or the Assets; (d) all any liabilities or obligations of Seller or any contingent liabilities or obligation of Seller arising under or in connection with the Excluded Assets; (e) any liabilities or obligations for all environmentala product liability or similar claim for defective manufacture or injury to person or property, ecologicalregardless of when made or asserted, healthwhich arises out of or is based upon any express or implied representation, safetywarranty, products liability (except as specifically referred agreement or guarantee made by Seller, or alleged to herein) have been made by Seller, or other claims pertaining which is imposed or asserted to be imposed by operation of law, in connection with any service performed or product designed, engineered, manufactured, produced, sold or leased by or on behalf of Seller on or prior to the Business Closing; (f) any liabilities or obligations arising prior to or as a result of the Purchased Assets which relate Closing to time periods any employees, agents or events occurring independent contractors of Seller, whether or not employed by Buyer after the Closing, or under any benefit arrangement with respect thereto; (g) any liabilities or obligations of Seller arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby and fees and expenses of counsel, accountants and other experts; (h) any liabilities or obligations with respect to intellectual property infringement (including patent, copyright and trademark infringement), employee injury, occupational disease or disablement, worker’s compensation, regulatory, labor, employment, unemployment, tax and negligence resulting from, relating to or arising out of Seller's conduct; (i) any liabilities or obligations with respect to all present or future litigation, proceedings, claims or investigations based on or Seller's conduct prior to the Closing Date; (ej) all any liabilities of each Seller arising in connection or obligations associated with its operations unrelated to the Business and all liabilities (including any liability pursuant or relating to any claim, litigation salary or proceeding) in connection with the operation benefits owing to any employee of Seller or the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conduct; (f) any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after the Closing Date; (hk) all any liabilities or obligations associated with a Seller's employeesto indemnify any person, including including, but not limited to any liability present or obligation under past director, officer, employee, partner or with respect agent of Seller whether such indemnification is for judgments, damages (as that term is hereinafter defined), penalties, fines, costs, amounts paid in settlement, losses, expenses or otherwise and whether such indemnification is pursuant to any collective bargaining agreementstatute, employment agreementby-law, unemployment agreement or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employeesotherwise; and (il) all any liabilities or obligations of Seller for breach or failure to perform any of the covenants, representations and obligations arising out of, resulting fromwarranties or agreements contained in, or relating to any employee benefit planmade pursuant to, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISAthis Agreement.

Retained Liabilities. The liabilities Except as provided in Section 1.5(a) hereof, Sellers will retain, and obligations which shall Buyer will not assume or be retained by each responsible or liable with respect to, any Liabilities of the Business that precede the Effective Time (except as specifically provided in subclause (vii) of this Section 1.5(b)), whether or not arising out of or relating to the conduct of the Sellers or associated with or arising from any of the Acquired Assets, whether fixed or contingent or known or unknown (collectively, the "“Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities”), including, without limitation, the following: (ai) all liabilities of each Seller Liabilities relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statementsany Excluded Asset; (bii) all liabilities Liabilities of each Seller or the Stockholder resulting from, constituting Sellers that constitute trade payables; (iii) Liabilities of Sellers arising under or relating to a any Assumed Contract to the extent such Liabilities relate to periods prior to the Effective Time or arise from any breach of or default by any Seller (or any of its Affiliates) under any Assumed Contract that occurs prior to the representations, warranties, covenants Effective Time or agreements that arises out of or relates to events or circumstances that occur or exist prior to the such Seller or the Stockholder under this AgreementEffective Time; (civ) all liabilities Liabilities of each Seller for Taxes, including Sellers arising under or relating to any gain and income from the sale of the Assets and Contract other transactions contemplated hereinthan an Assumed Contract; (dv) all liabilities Liabilities with respect to (A) any Employee Plan maintained, sponsored, contributed to or participated in by Sellers or any Affiliate of Sellers for all environmentalthe benefit of or relating to any current or former employee of the Business (“Seller Employee Plan”) and the amendment to or the termination of any Seller Employee Plan, ecologicalor (B) any person at any time employed by Sellers or any Affiliate of Sellers (including, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and any such person’s spouse, children, other dependents or beneficiaries, with respect to any such person’s employment or termination of employment by Sellers or any Affiliate of Sellers including, without limitation, claims arising under health, safetymedical, products liability (except as specifically referred to herein) dental, disability or other claims pertaining benefit plan for products, supplies or services provided or rendered prior to the Business Effective Time; (vi) Sellers’ deferred sales commissions; (vii) Liabilities of Sellers, based in whole or the Purchased Assets which relate to time periods in part on violations of Law or events environmental conditions occurring on or existing prior to the Closing Date;and arising out of or relating to Environmental Requirements, except to the extent that such Liabilities are identified in the Environmental Reports. (eviii) Except as otherwise specifically provided in this Agreement, all liabilities Liabilities of each Seller arising in connection with its Sellers for any Tax for (A) operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Effective Time; (B) Pre-Closing except as otherwise specifically provided herein Tax Periods and any liability Straddle Tax Periods for the Pre-35 Funeral Home to the extent specified in Section 5.13; (C) the transfer of such Seller based on its tortuous or illegal conduct; (f) any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employeesAcquired Assets; and (i) all liabilities and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISA.

Retained Liabilities. The liabilities and obligations which shall be retained by each Neither the Purchaser nor any Affiliate of the Sellers Purchaser shall assume, or otherwise be responsible for any and all Liabilities of the Seller Parties and their Affiliates not expressly assumed as an Assumed Liability in Section 2.3, whether liquidated or unliquidated, or known or unknown, whether arising out of occurrences prior to, at or after the Closing Date (the "“Retained Liabilities") ”). Without limitation of the foregoing provisions of this Section 2.4, it is expressly agreed and understood that neither the Purchaser nor any Affiliate of the Purchaser shall consist assume any of all the following liabilities of such the Seller other than Assumed Liabilities, including, without limitation, the followingParties: (a) all liabilities any Liability of each the Seller Parties to or in respect of any employees or former employees of the Seller Parties or their Affiliates, including, (i) any claim or demand of a current or former employee relating to indebtedness for borrowed money or arising as a result of employment, termination by the Seller Parties thereof, or an employment agreement, whether or not such liabilities are reflected written, between a Seller Party or its Affiliates and any Person, including, for this purpose, with respect to any Person claiming entitlements or benefits on the basis of a claimed employer-employee relationship between a Seller Financial StatementsParty and such Person, (ii) any Liability under any employee plan at any time maintained, contributed to or required to be contributed to by or with respect to a Seller Party or its Affiliates or under which a Seller Party or its Affiliates may incur Liability, or any contributions, benefits or Liabilities therefor, or any Liability with respect to a Seller Party’s or its Affiliates’ withdrawal or partial withdrawal from or termination of any employee plan, (iii) any Liability under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) arising as a result of any act or omission by the Seller Parties, (iv) any Liability of a Seller Party or its Affiliates under the WARN Act, and any similar state, local U.S. or non-U.S. law or regulation, (v) any Liability of a Seller Party or its Affiliates for severance, accrued vacation and/or paid time and/or mandatory or customary payment and/or benefit and/or entitlement for employees of a Seller Party or its Affiliates, and (vi) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation law or regulation or under any federal, state or non-U.S. employment discrimination law or regulation, which shall have been asserted prior to the Closing Date or is based on acts or omissions by any Seller Party which occurred prior to the Closing Date; (b) all liabilities any Liability of each Seller Seller, or otherwise imposed on the Stockholder resulting fromAcquired Assets or with respect to the Business, constituting or relating to a breach in respect of any Tax, including without limitation any Liability of Seller for the representationsTaxes of any other Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, warrantieslocal or foreign law), covenants as a transferee or agreements of successor, by contract or otherwise, but excluding any Property Taxes to the such Seller or extent specifically allocated to the Stockholder under this AgreementPurchaser pursuant to Section 6.6(c); (c) all liabilities any Liability to the extent arising from any injury to or death of each any person or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from defects in or use or misuse of products sold or from services performed by or on behalf of any Seller for Taxes, including Party or any gain and income from other Person prior to the sale of the Assets and other transactions contemplated hereinClosing Date; (d) all liabilities any Liability of the Seller Parties for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining any Action to the Business extent arising out of or related to claims (i) asserted prior to the Purchased Closing Date against any Seller Party or against or in respect of any Acquired Assets or (ii) with respect to which relate the action or occurrence giving rise to time periods or events occurring on or such claim shall have arisen prior to the Closing Date; (e) all liabilities except as expressly provided in this Agreement with respect to Assumed Contracts, any Liability of each the Seller arising in connection with its operations unrelated Parties to the Business and all liabilities (including any liability extent resulting from entering into, performing its obligations pursuant to any claim, litigation or proceeding) in connection with consummating the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conducttransactions contemplated by this Agreement; (f) any liability Liability of a Seller Party or obligation incurred by each Seller in connection with the negotiation, execution its Affiliates that arises out of or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expensesrelates to any Excluded Asset; (g) all liabilities incurred by each any Liability of a Seller after Party or the Business to any Seller Party’s Affiliates arising prior to the Closing Date; (h) all liabilities any Liability of a Seller Party for the payment of fees or obligations associated expenses of any broker or finder in connection with a Seller's employeesthe origin, including but not limited to negotiation or execution of this Agreement or in connection with any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employeestransaction contemplated hereby; and (i) all liabilities and obligations any Liability of a Seller Party arising out of, resulting from, of or relating to any employee benefit plan, program, the ownership or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 operation of the Code Business or section 4001 of ERISAthe Acquired Assets prior to the Closing Date, including outstanding (immediately prior to the Closing) debts or obligations owed to third parties under any Assumed Contracts.

Retained Liabilities. The Notwithstanding any provision of this Agreement to the contrary, the Company does not assume any liability or obligation of Member (or any predecessor owner of all or part of the Contributed Assets) of whatever nature whether presently in existence or arising hereafter (it being understood that the Company shall be responsible for all liabilities and obligations which shall be arising out of the ownership or use of the Contributed Assets on or after the date hereof) and all such liabilities and obligations have been retained by each and remain liabilities of Member (collectively, the Sellers (the "“Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities”), including, without limitation, the following: (a) all debts, claims, liabilities or obligations for any Tax arising from or with respect to the Contributed Assets (other than Taxes related to the transfer and contribution of each Seller relating the Contributed Assets as provided in Section 2.7) on or prior to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statementsdate hereof; (b) all debts, claims, liabilities or obligations specifically arising out of each Seller or the Stockholder resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this AgreementRetained Assets; (c) all debts, claims, liabilities or obligations related in any way to any employees of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated hereinMember; (d) all debts, claims, liabilities for all environmentalor obligations related in any way to any bonus, ecologicalpension, healthprofit sharing, safetydeferred compensation, products liability (except as specifically referred to herein) incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other claims pertaining similar plan, arrangement, payroll practice, agreement or understanding (whether or not written or legally binding and whether or not subject to ERISA), including any “employee pension benefit plan” as defined in Section 3(2) of ERISA and any “employee welfare benefit plan” as defined in Section 3(1) of ERISA, of Member or any ERISA Affiliate of Member; and (e) liabilities under Environmental Laws, including those arising out of the Business treatment, storage, disposal, recycling, reuse or arrangements for disposal (whether at the Purchased Assets which relate to time periods Real Property or events occurring other locations) of wastes and Hazardous Materials generated, used, handled or transported by or on behalf of Member in connection with the use and occupancy of the Real Property on or prior to the Closing Date; (e) all liabilities of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conduct; (f) any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; and (i) all liabilities and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISAdate hereof.

Retained Liabilities. The liabilities and obligations which shall be retained by each of the Sellers Company (the "Retained Liabilities") shall consist of all liabilities of such Seller the Company other than Assumed Liabilities, including, without limitation, the following: (a) all liabilities of each Seller the Company relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statementsmoney; (b) all liabilities of each Seller or the Stockholder Company resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller or Company under this Agreement in accordance with the Stockholder under indemnification provisions of this Agreement; (c) all liabilities of each Seller the Company for federal, state, local or foreign Taxes, including Taxes incurred in respect of or measured by the income of the Company earned on or realized prior to the Closing Date, including any gain and income from the sale of the Purchased Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred health or safety claims to herein) or other claims pertaining to the extent arising out of the operation of the Business or the Purchased Assets which relate to time periods or events occurring by the Company on or prior to before the Closing Date; (e) all liabilities of each Seller the Company arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conductin Schedule 1.3; (f) any liability of the Company based on its tortious or illegal conduct; (g) any liability or obligation incurred by each Seller the Company in connection with the negotiation, execution or performance of this Agreement and the transactions contemplated hereby, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses other than through Healtheon's or Acquisition Sub's breach of this Agreement; (h) any liability or obligation incurred by the Company in connection with the negotiation, execution or performance of, and settlement of any claims pertaining to, the Netsource Agreement (as defined herein) and the transactions contemplated thereby, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; and (i) all liabilities and obligations arising out of, resulting from, incurred by the Company after the Closing Date other than through Healtheon's or relating Acquisition Sub's breach of this Agreement (except to any employee benefit plan, program, or arrangement maintained or contributed to the extent such liability is specifically assumed by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISA.Acquisition Sub); and

Retained Liabilities. The liabilities Except for the Assumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the transactions contemplated hereby, and obligations which shall be retained by each have no liability for any Liabilities of Seller including Seller's Liabilities under this Agreement and the Sellers Operative Agreements and including, but not limited to the following (the "Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, including, without limitation, the following:): (a) all liabilities of each Seller relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statements; (b) all liabilities of each Seller or the Stockholder resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this Agreement; (c) all liabilities of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events occurring on or prior to the Closing Date; (e) all liabilities of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conduct; (fi) any liability or obligation incurred by each Liabilities of Seller in connection with the negotiation, execution Pollution Control Bonds or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expensesclaims by bondholders; (gii) all liabilities incurred by each Seller after the Closing Dateany Environmental Fines and Penalties; (hiii) all liabilities any Off-Site Environmental Liabilities; (iv) any ▇▇▇▇▇▇▇▇ Falls Liabilities; (v) any Liabilities of Seller in respect of any Excluded Assets; (vi) any Liabilities of Seller for Taxes; (vii) any Liabilities of Seller with respect to commitments for the purchase or obligations associated with a sale of power or fuel, other than as provided in Section 1.02(a); (viii) except as set forth in Section 5.03, any Liabilities relating to Seller's employeesemployment of, termination of employment of, provision of benefits to, and compensation of employees employed at the Assets, including but not limited to any liability or obligation under or with respect an Employee whose employment principally relates to any collective bargaining agreementAssets, and any personal injury, discrimination, harassment, wrongful discharge or other wrongful employment agreementpractice, unemployment unfair labor practice, claims for benefits (including claims arising under ERISA or workers' compensation laws), or any liability similar claims or obligation arising from the decision causes of Buyer not to offer employment to action, known or unknown, absolute or contingent, asserted or unasserted, of any such employeesperson arising out of acts or omissions occurring or otherwise attributable to the period on or before the Closing; and (iix) all liabilities and obligations arising out ofexcept as set forth in Section 5.03, resulting from, or any Liabilities of Seller relating to any Benefit Plan, or to any "employee pension benefit plan" (as defined in Section 3(2) of ERISA) of Seller, programwhether or not terminated, or arrangement established, maintained or contributed to by each SellerSeller or any of its ERISA Affiliates at any time, or to which any entity of Seller or any of its ERISA Affiliates are or have been obligated to contribute to at any time ("ERISA Affiliate Plan"); including any liability (A) to the Pension Benefit Guaranty Corporation under Title IV of ERISA; (B) relating to a multiemployer plan; (C) with respect to non- compliance with COBRA or HIPAA; (D) with respect to noncompliance with any other applicable provision of the Code, ERISA or any other applicable laws; or (E) with respect to any suit, proceeding or claim which is brought against Purchaser with respect to any such Benefit Plan or has been aggregated with ERISA Affiliate Plan, against any such Seller for purposes Benefit Plan or ERISA Affiliate Plan, or against any fiduciary or former fiduciary of section 414 of the Code any such Benefit Plan or section 4001 of ERISAERISA Affiliate Plan.

Retained Liabilities. The liabilities Seller shall retain full responsibility for any Liabilities (other than Environmental Liabilities, which shall, except as provided in Sections 2.4(b)(ii)(C) with respect to asbestos claims, 6.1(i), 8.1(a) and obligations 8.1(b), solely be governed by the Environmental Responsibilities Addendum) attributable to the ownership, operation, maintenance, improvement, use or closure of all or any portion of the Assets or any product produced therefrom or thereby on, or prior to, the Closing Date (the “Pre-Closing Retained Liabilities”), provided that any claim made against Seller under this Section 2.4(b) in respect of Pre-Closing Retained Liabilities shall be void unless such claim is a Third Party Action and shall have been brought within one (1) year after the Closing Date. In addition, Seller shall retain full responsibility (regardless of the timing of any related claim) for the following Liabilities (“Permanently Retained Liabilities”): (i) any Third Party Actions (which shall be retained by each include employees of the Sellers (the "Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, including, without limitation, the following: (a) all liabilities of each Seller relating to indebtedness for borrowed money whether periods on or not such liabilities are reflected on prior to the Seller Financial Statements; Closing) that have been brought as of the Closing Date, or within one (b1) year after the Closing Date with respect to Pre-Closing Retained Liabilities; and (ii) all liabilities of each Seller or the Stockholder resulting fromLiabilities arising out of, constituting or based on, relating to a breach or associated with (A) any indebtedness, indenture, mortgage, loan, credit agreement, sale leaseback, or guaranty of any of the representationsforegoing, warrantiesor security agreement, covenants bond, letter of credit, pledge or agreements similar financial agreement of the such Seller or any of its Affiliates, (B) any employee benefit, defined benefit or compensation plan, program, agreement or arrangement sponsored, maintained or contributed to by Seller or any of its ERISA Affiliates, or to which Seller or any of its ERISA Affiliates was obligated to contribute at any time prior to the Stockholder under this Agreement; Closing, (cC) all liabilities any employee, former employee, independent contractor or consultant of each or to Seller for Taxesor any of its Affiliates associated with any existing or future asbestos claims or any labor or employment practice, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) act or omission or other claims pertaining practice, act or omission arising from or relating to an employment or statutory employment relationship to the Business or the Purchased Assets which relate extent relating to time periods or events occurring on or prior to the Closing Date; , (eD) all liabilities any collective bargaining agreement to which Seller or any of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation Affiliates is a party or proceeding) in connection with the operation of the Business is bound on or prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conduct; Date, (f) any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (gE) all liabilities incurred by each Seller after the Taxes and (F) Seller’s Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited Costs. Pre-Closing Retained Liabilities and Permanently Retained Liabilities shall hereinafter sometimes collectively be referred to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; and (i) all liabilities and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISAas “Retained Liabilities.”

Retained Liabilities. The liabilities Each Seller shall retain and shall pay, perform and discharge when due, the following liabilities, responsibilities and obligations which shall be retained by each of the Sellers such Seller (the "Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, including, without limitation, the following:): (a) subject to the provisions of Section 10.4 or as expressly set forth in this Agreement, all liabilities trade payables and other payment obligations of each Seller relating Sellers that relate to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statements; (b) all liabilities of each Seller or the Stockholder resulting from, constituting or relating to a breach of any operation of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this Agreement; (c) all liabilities of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events occurring on or prior to the Closing Date; (eb) all liabilities long-term debt of each Seller arising in connection with its operations unrelated Sellers (including indebtedness to the Business Lienholders) and all debt of Sellers owed to any one or more of its Affiliates, but excluding liabilities (including any liability assumed pursuant to any claimArticle VIII hereof; (c) subject to the provisions of Sections 10.4 and 10.9, litigation all Taxes of Sellers or proceeding) in connection with their Affiliates attributable to the operation of the Business or the use, ownership or operation of the Acquired Assets for all Tax periods (or portions thereof), ending on or prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conduct; (f) any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after the Closing Date; (hd) all liabilities or obligations associated with a Seller's employeesexcept to the extent otherwise provided in Article VIII, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; and (i) all liabilities and obligations arising out ofon or prior to the Closing Date with respect to employees who, resulting fromupon Closing, or will be Transferred Employees, including (i) all liabilities, responsibilities and obligations relating to collective bargaining agreements or other union contracts, and (ii) any employee benefit plansuch liabilities or obligations that arise on or after the Closing Date to the extent that such liabilities and obligations relate to facts, programcircumstances or conditions arising or occurring on or prior to the Closing Date, but excluding any Future Regulatory Obligations with respect to the Transferred Employees; (e) all liabilities, responsibilities and obligations for litigation and claims of third parties arising out of an occurrence on or arrangement maintained or contributed prior to the Closing Date, other than litigation and claims related to Future Regulatory Obligations and Interim Capital Expenditure Obligations (except Retained Future Regulatory Obligations and Retained Interim Capital Expenditure Obligations which shall remain the liability of Sellers); provided, however, Sellers shall have no liability for claims by each Sellerthird parties which have not been asserted within five (5) years after the Closing Date; and (f) all liabilities, or any entity which is or has been aggregated responsibilities and obligations with such Seller for purposes of section 414 of respect to the Code or section 4001 of ERISAExcluded Assets and Excluded Contracts.

Retained Liabilities. The liabilities and obligations which shall be retained by each of At Closing, the Sellers shall retain all Liabilities for, and the Purchaser shall not have any obligation or Liability concerning (collectively, the "“Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities”): i. any Liabilities under the Retained Business Assets and otherwise Liabilities which have arisen or accrued and pertain to a period prior to the Closing Date, including, without limitation, the following:Liability for the payment of any amounts due and payable or accrued but not yet due or payable prior to the Closing Date under the Contracts and Licenses and Permits; and (a) ii. the payment of all liabilities Taxes and assessments; and iii. the employment of each Seller relating to indebtedness for borrowed money whether or not such liabilities are reflected on any Employees of the Seller Financial Statements;and/or in connection with the Assets, including the payment of any compensation, accrued paid time off, sick time, personal days and any amounts accrued under any Employee benefit or welfare plan and all pension plan Liabilities, in each and every case whether pertaining to the period prior to, on or after the Closing Date as the Purchaser will not be hiring any Employees and the Seller will continue to employ each and every one of the Employees on terms and conditions as good or better than those in existence as of the date hereof; and iv. any claim for personal injury or property damage to a Person which is based on any event which occurred at the Real Property prior to the Closing Date and thereafter while the Skylift Sublease or Cypress Lease remain in effect; and v. any Liabilities (bincluding costs of cleanup, containment of other remediation) all arising from or in connection with any Environmental Laws, or any environmental, health and safety liabilities arising out of each Seller or the Stockholder resulting from, constituting or relating to a breach (i) the ownership or operation by any Person of any of the representationsfacilities, warrantiesAssets or the Businesses of Sellers, covenants or agreements (ii) any bodily injury (including illness, disability and death, regardless of when any bodily injury occurred, was incurred or manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction and deprivation of the such Seller or the Stockholder under this Agreement; (c) all liabilities use of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to hereinreal property) or other claims pertaining damage of or to any Person or any assets in any way arising from or allegedly arising from any hazardous activity conducted by any Person with respect to the Business Assets or the Purchased Assets which relate Businesses of Sellers that was present or suspected to time periods be present on or events occurring before the Closing Date or thereafter while any Sublease or Subpermit remains in effect, on, within or at the Real Property (or present or suspected to be present on any other property, if such Hazardous Material emanated or allegedly emanated from any property and was present or suspected to be present on the Real Property or the Premises, on or prior to the Closing Date; Date or thereafter while any Sublease or SubPermit remains in effect), or (eiii) all liabilities of each Seller arising in connection with its operations unrelated to any Hazardous Substance released or allegedly released by any Person on or at the Business and all liabilities (including Premises at any liability pursuant to any claim, litigation time on or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and Date or thereafter while any liability of such Seller based on its tortuous Sublease or illegal conduct; (f) Sub-permit remains in effect, it being acknowledged that Liability for any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller Hazardous Materials first appearing after the Closing Date;date of the closing of each of the Skylift Assets and of the Cypress Assets shall be governed by the terms of the Subpermit or Sublease as appropriate. (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; and (i) all liabilities vi. The rights and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code Parties under this Section 2.4 shall survive the Skylift Closing or section 4001 the Closing, as applicable, for the period set forth in Section 12.1 and subject to the limitations of ERISAliability set out in Section 12.5.

Retained Liabilities. The liabilities Retained Liabilities shall remain the sole responsibility of, and obligations which shall be retained by each by, the Company. Retained Liabilities shall mean every Liability of the Sellers (the "Retained Liabilities") shall consist of all liabilities of such Seller Company other than the Assumed Liabilities, including, without limitation, the following: (ai) all liabilities of each Seller relating to indebtedness for borrowed money whether or any Liability not such liabilities are reflected set forth on the Seller Financial StatementsSchedule 2.04(a); (bii) all liabilities any Liability accrued on the Interim Financial Statements, other than the Assumed Liabilities; (iii) any Liability arising out of each Seller or the Stockholder resulting from, constituting or relating to a breach of any services or products of the representationsCompany or its Subsidiaries to the extent provided, warrantiesdesigned, covenants manufactured or agreements of sold prior to the such Seller or the Stockholder under this AgreementEffective Time; (civ) all liabilities of each Seller any Liability for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events occurring Taxes incurred on or prior to the Closing Date, including (A) any Taxes arising as a result of the Company’s or any of its Subsidiaries’ operation of the Business or ownership of the Purchased Assets on or prior to the Closing Date, (B) any Taxes that will arise as a result of the sale of the Purchased Assets or the assumption of the Assumed Liabilities pursuant to this Agreement and (C) any other Taxes imposed on the Company in any period; (ev) all liabilities any Liability under any Company Contract (other than the Assumed Contracts) and including any Liability arising out of or relating to any maintenance contract, credit facilities, trade payables, indebtedness for borrowed money, amounts due to Affiliates or any security interest related thereto; (vi) any Liability related to Real Property of the Company; (vii) any Liability arising under or relating to Environmental Law, including any Environmental Claims, in each Seller arising in connection with its operations unrelated case to the Business extent relating to a fact, circumstance, condition or activity existing or occurring prior to the Effective Time relating to the Company or its predecessors, Subsidiaries or Affiliates, the operation of the Business, or the leasing, ownership or operation of any Real Property, including any such Liabilities related to any Real Property set forth on Schedules 3.09(c) or (d); (viii) any Liability of the Company, any of its Subsidiaries or any ERISA Affiliate under the Employee Plans whether or not listed on Schedule 3.16(a) or other “employee benefit plan” (within the meaning of Section 3(3) of ERISA); (ix) any Liability, arising or related to time periods prior to the Closing Date in respect of any current or former employees of the Company or any of its Subsidiaries, or, relating to employment or termination of employment, including without limitation, relating to payroll, discrimination, harassment, workers’ compensation or wrongful termination; (x) any Liability of the Company or any of its Subsidiaries to any Affiliate thereof; (xi) any Liability to pay, indemnify, reimburse or advance amounts to any officer, director, employee , consultant or agent of the Company, any of its Subsidiaries or any Affiliate (including ▇▇▇▇▇ & Co.), or to make any severance, bonus, change of control, sales incentive or other similar payments to any director, officer , employee, consultant or agent of the Company, any of its Subsidiaries or any Affiliate; (xii) any Liability to distribute or otherwise apply all or any part of the consideration received hereunder; (xiii) any Liability arising out of any Proceeding threatened or pending as of the Effective Time and any facts, circumstances, acts or omissions occurring prior to the Effective Time, whether or not set forth in the Disclosure Schedules; (xiv) any penalties, fines, settlements, interest, costs and expenses arising out of or incurred as a result of any actual or alleged violation by the Company or any of its Subsidiaries of any Legal Requirement prior to the Effective Time, whether or not set forth in the Disclosure Schedules; (xv) any Liability associated with any and all liabilities indebtedness for borrowed money of the Company or any Subsidiary of the Company not included in the Assumed Liabilities; (including xvi) any liability pursuant to Liability of Sellers under this Agreement or any claim, litigation or proceeding) other document executed in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conducttransactions contemplated hereby; (fxvii) any liability Liability of the Company or obligation incurred by each Seller in connection with the negotiation, execution any of its Subsidiaries based upon their respective acts or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller omissions occurring after the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employeesEffective Time; and (ixviii) all liabilities and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, Liability of the Company or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISAits Subsidiaries not specifically described above but that may otherwise be set forth on Schedule 2.04(b).

Retained Liabilities. The liabilities Seller shall retain and shall pay, perform and discharge when due, the following liabilities, responsibilities and obligations which shall be retained by each of the Sellers Seller (the "Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, including, without limitation, the following:): (a) Subject to Section 10.5, all liabilities of each Seller relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statements; (b) all liabilities of each Seller or the Stockholder resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this Agreement; (c) all liabilities of each Seller for Taxes, including any gain and income from the sale of the Assets trade payables and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except accrued payment obligations of Seller as specifically referred to herein) or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events occurring on or prior to of the Closing Date; (eb) all liabilities All long-term debt of each Seller arising in connection with its operations unrelated (including indebtedness to the Business Bondholders) and all liabilities (including any liability pursuant debt of Seller owed to any claimone or more of its Affiliates; (c) Subject to Section 10.5, litigation or proceeding) in connection with all Taxes relating to the operation of the Business prior to on or before the Closing except as otherwise specifically provided herein and any liability Date or the use, ownership or operation of such Seller based the Purchased Property on its tortuous or illegal conduct; (f) any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after before the Closing Date; (hd) Except to the extent otherwise provided in Article 11, all liabilities and obligations arising on or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or before the Closing Date with respect to any collective bargaining agreementthe Transferred Employees, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; and including (i) all liabilities responsibilities and obligations arising on or before the Closing Date relating to collective bargaining agreements or other union contracts, and (ii) any such liabilities or obligations that arise after the Closing Date to the extent that such liabilities and obligations relate to facts, circumstances or conditions arising or occurring on or before the Closing Date, but excluding any Future Regulatory Obligations with respect to the Transferred Employees; (e) All liabilities, responsibilities and obligations arising out ofof litigation and claims that arise out of an occurrence prior to the Closing Date other than litigation and claims in respect of Future Regulatory Obligations (other than Retained Future Regulatory Obligations); (f) Any Retained Future Regulatory Obligations; and (g) All liabilities, resulting from, or relating responsibilities and obligations with respect to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISAExcluded Property and the Excluded Contracts.

Retained Liabilities. The liabilities Assumed Liabilities shall specifically exclude any and obligations which shall be retained by each of the Sellers all other Liabilities (the "“Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities”), including, without limitation, the following: (a) all liabilities Liabilities in connection with, resulting from, or arising out of, directly or indirectly, the ownership, operation or control of each Seller relating the Acquired Assets or the Business prior to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial StatementsClosing Date; (b) all liabilities interest and fees accrued on the Warehouse Line with regard to periods, or portions of each Seller or periods, ending before the Stockholder resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this AgreementClosing Date; (c) all liabilities amounts payable by Transferor to an Affiliate of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated hereinTransferor; (d) all liabilities for all environmentalLiabilities (regardless of whether the Liability arises prior to, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events occurring on or prior after the Closing Date) relating to (i) Benefit Plans, (ii) Business Employees who are not Hired Business Employees, or (iii) Hired Business Employees with regard to services performed before the Closing Date; (e) all liabilities legal, accounting, brokerage, finders fees, if any, or other expenses of each Seller arising Transferor in connection with its operations unrelated to this Agreement or the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation consummation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conducttransactions contemplated hereby; (f) any liability Liability (A) for any Taxes of Transferor or obligation incurred its Affiliates with respect to any taxable period, regardless of whether that taxable period ends before, on or after the Closing Date, or (B) for any Transfer Taxes resulting from or attributable to the consummation of the transactions contemplated by each Seller this Agreement other than those Transfer Taxes for which Acquiror is responsible in connection accordance with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expensesSection 10.01; (g) all liabilities incurred any Liability, including the obligation to give notice, under the Worker Adjustment and Retraining Notification Act, if any, arising out of or resulting from layoffs of employees by each Seller after Transferor prior to the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with Liabilities in respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from of the decision of Buyer not to offer employment to any such employeesExcluded Assets; and (i) all liabilities and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISALiabilities set forth on Schedule 3.02(i).

Retained Liabilities. The liabilities Notwithstanding anything to the contrary contained herein, the Sellers shall retain, and obligations which Purchaser shall be retained by each not assume, any and all Liabilities of the Sellers or any of their respective Affiliates other than those specifically included in the Assumed Liabilities (the "“Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities”), including, without limitation, the following: (a) all liabilities Liabilities arising out of each Seller relating or related to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial StatementsExcluded Assets; (b) all liabilities Liabilities of each the Sellers or any of their respective Affiliates or ERISA Affiliates relating to any current or former employee or other service provider of the Sellers or any of their respective Affiliates, or any dependent or beneficiary thereof, which is not an Assumed Liability, including: (i) any Liability arising under any Seller Benefit Plan, including any Multiemployer Plan or other Pension Plan; (ii) any Liability that constitutes a Withdrawal Liability, COBRA Liability or WARN Liability; (iii) any Liability arising in connection with the actual or prospective employment or engagement, the retention and/or discharge by the Sellers or any of their respective Affiliates of any current or former employee or other service provider; and (iv) any Liability for wages, remuneration, compensation (including any bonuses due any employee arising as a result of the transactions contemplated hereby), benefits, severance, vacation or other paid-time-off or other accrued obligations (A) associated with any employee or other service provider of any Seller or the Stockholder resulting from, constituting or relating to a breach of any of its Affiliates (including any Business Employee) who does not become a Transferred Business Employee (or any dependent or beneficiary thereof), and (B) with respect to any Transferred Business Employee, incurred, accruing or arising prior to the representations, warranties, covenants or agreements of the Employment Commencement Date applicable to such Seller or the Stockholder under this AgreementTransferred Business Employee; (c) Any and all liabilities Liabilities with respect to Indebtedness of each any Seller for Taxes, including or any gain and income from the sale of the Assets and other transactions contemplated hereinits Affiliates; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events occurring on or prior to the Closing DateAll Seller Transaction Expenses; (e) all liabilities of each Liabilities for Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conduct;Taxes; and (f) Liabilities set forth on Schedule 2.7(f). The Parties acknowledge and agree that neither Purchaser nor any liability of its Affiliates will be required to assume or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to retain any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; and (i) all liabilities and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISARetained Liabilities.

Retained Liabilities. The liabilities and obligations which shall be retained by each of Notwithstanding anything in this Agreement to the Sellers (the "Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, including, without limitation, the followingcontrary: (a) all liabilities except as specifically set forth in Section 1.4, neither Purchaser nor any of each its Affiliates shall assume or otherwise be liable in respect of, or be deemed to have assumed or otherwise be liable in respect of, any Liability of Seller relating to indebtedness for borrowed money whether or not such liabilities are reflected any of its Affiliates whatsoever, including any Liability disclosed on the Seller Financial Statements;Schedules hereto (other than Schedule 1.4(a) or Schedule 1.4(b)); and (b) all liabilities without limiting the generality of each Seller the foregoing, neither Purchaser nor any of its Affiliates shall assume or the Stockholder resulting fromotherwise be liable in respect of, constituting or relating be deemed to a breach of have assumed or otherwise be liable in respect of, any of the representations, warranties, covenants or agreements following Liabilities of the such Seller or any of its Affiliates: (i) Liabilities under, arising out of, or with respect to, any Benefit Plan or any other current or former benefit plan, policy, program, contract or arrangement of Seller or any of its Affiliates, or to or with respect to current or former employees, or current or former agents or Independent Contractors, of Seller or any of its Affiliates or their respective predecessors, or any of their respective assigns, in each case whether arising before or after the Stockholder under this AgreementClosing; (cii) all liabilities of each Seller except for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (dAssumed Liabilities described in Section 1.4(c) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining with respect to the Business Purchased Contracts, Liabilities arising out of, or with respect to, the Purchased Assets which relate to time periods distribution, servicing, sale or events occurring on use (whether or not intended) of Products sold or licensed by Seller prior to the Closing Date; (e) all liabilities of each or services provided or other work performed by Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein (in all cases regardless of whether the occurrence giving rise to the particular Liability occurs prior to or following the Closing), and any liability including Liabilities in connection with written or implied warranties or constituting or arising out of such Seller based on its tortuous death, personal injury, property damage or illegal conductconsumer fraud; (fiii) any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expensesLiabilities for Taxes; (giv) all liabilities incurred by each Seller after the Closing Date; (h) all liabilities or obligations associated with a Seller's employeesexcept as specifically set forth in Section 1.4, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; and (i) all liabilities and obligations Liabilities arising out of, resulting fromor with respect to, the operation or ownership of the Business or Assets prior to the Closing, including any Proceeding arising from any matter disclosed pursuant to any of the Schedules to Article IV; (v) Liabilities constituting, arising from or relating to any employee benefit plan, programIndebtedness of Seller or any of its Affiliates; (vi) Liabilities arising under any Environmental Laws or arising out of, or arrangement maintained with respect to, the ownership, use or contributed operation of any currently or formerly owned or leased real property, including the Leased Real Property, prior to by each Sellerthe Closing; or (vii) Liabilities of Seller to the extent arising out of, or any entity which is or has been aggregated with such Seller for purposes of section 414 of respect to, the Code or section 4001 of ERISAExcluded Assets. The Liabilities described in this Section 1.5 are referred to herein as the “Retained Liabilities”.

Retained Liabilities. The liabilities Notwithstanding anything to the contrary set forth in this Agreement, the Partnership and obligations which shall be retained by each of its Affiliates (other than the Sellers Purchased Ventures) will retain all Liabilities other than the Assumed Liabilities (the "“Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed ”), including the following Liabilities, including, without limitation, the followingand such Retained Liabilities shall not be assumed by Purchaser or its Affiliates: (a) Any and all liabilities of each Seller relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statements2013-2014 Harvest Liabilities; (b) all liabilities of each Seller or the Stockholder resulting fromExcept as set forth in Section 2.5(b), constituting or relating to a breach of any Indebtedness of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this AgreementPartnership and its Affiliates; (c) Other than the Assumed Liabilities, any and all liabilities of each Seller for Taxes, including any gain and income Liabilities to the extent relating to or arising from the sale operation of the Assets and other transactions contemplated hereinBusiness or incurred in the operation of the Business, accruing prior to the Closing, whether known or unknown, fixed or contingent, asserted or unasserted; (d) Any and all liabilities Liabilities for which the Partnership or any of its Affiliates (other than the Purchased Ventures) expressly has responsibility pursuant to this Agreement or any other Ancillary Agreements; (e) Any and all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining Liabilities to the Business extent relating to or arising out of the Partnership’s or any of its Affiliates’ operation of any business other than the Business, accruing prior to the Closing, whether known or unknown, fixed or contingent, asserted or unasserted; (f) Any and all Liabilities relating to or arising out of the Purchased Assets which Contracts and Purchased Leases to the extent such Liabilities (i) arise from or relate to time periods any breach or events violation by the Partnership or any of its Affiliates prior to the Closing Date or (ii) arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Closing DateDate that, with notice or lapse of time, would constitute or result in a breach or violation of any of such Purchased Contracts or Purchased Leases; (eg) Any and all liabilities Liabilities of each Seller arising in connection with its operations unrelated any Purchased Venture to the Business extent arising from or by virtue (if applicable) of it being an ERISA Affiliate of the Partnership or any of its Affiliates; (h) Any and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business Liabilities accruing prior to the Closing except as otherwise specifically provided herein and any liability Closing, whether known or unknown, fixed or contingent, asserted or unasserted, to the extent arising out of such Seller based on its tortuous or illegal conductrelated to the Excluded Assets; (fi) Except as set forth in Section 2.5, any liability Liabilities to the extent relating to or obligation arising under any Partnership Benefit Plan; (j) Any and all Liabilities for Excluded Taxes; and (k) Any and all third party fees and expenses incurred by each Seller by, or charged to, the Partnership and its Affiliates, whether paid or to be paid, in connection with the negotiation, execution or performance and consummation of the transactions contemplated by this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional including fees and expenses; (g) all liabilities incurred by each Seller after expenses of advisors, the Closing Date; (h) all liabilities cost of recording or obligations associated with a Seller's employees, including but not limited filing any documents required to any liability be recorded or obligation under or filed with respect to the Purchased Real Property or Purchased Leases, and any collective bargaining agreementcosts incurred to provide abstracts of title for such Purchased Real Property, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to but excluding any such employees; and fees and expenses which this Agreement specifically provides are the responsibility of Purchaser. Notwithstanding anything in this Agreement to the contrary, in no event shall the Retained Liabilities include more than a fifty one percent (i51%) all liabilities and obligations arising out of, resulting from, share of any Liabilities of Citree that are not Purchased Ventures Accepted Liabilities or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes more than a fifty percent (50%) share of section 414 Liabilities of the Code or section 4001 of ERISA▇▇▇▇▇▇ Road Partners that are not Purchased Ventures Accepted Liabilities.

Retained Liabilities. The liabilities and obligations which shall be retained by each of the Sellers Company (the "“Retained Liabilities"”) shall consist of all liabilities of such Seller the Company other than Assumed Liabilities, including, without limitation, the following: (a) all liabilities of each Seller the Company relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller unaudited balance sheet of the Company as of March 31, 2005, included in the Financial StatementsStatements (as defined herein); (b) all liabilities of each Seller the Company or the Stockholder Stockholders resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller Company or the Stockholder Stockholders under this Agreement; (c) all of the Company’s trade and accounts payable (billed and unbilled); (d) all liabilities of each Seller the Company for TaxesTaxes (as hereinafter defined) incurred in respect of or measured by the income of the Company earned or realized on or prior to the Closing Date, including any gain and income from the sale of the Purchased Assets and other transactions contemplated herein; (de) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business Company’s business or the Purchased Assets which relate to time periods or events occurring on or prior to the Closing Date; (ef) all liabilities of each Seller the Company arising in connection with its operations unrelated to the Company’s Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Company’s Business prior to the Closing except as otherwise specifically provided herein and herein; (g) any liability of such Seller the Company based on its tortuous tortious or illegal conduct; (fh) any liability or obligation incurred by each Seller the Company in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers'’, finders' ’ and other professional fees and expenses; (gi) all liabilities incurred by each Seller the Company after the Closing Date;; and (hj) all liabilities or obligations associated with a Seller's the employees, consultants, contractors or agents of the Company, including but not limited to accrued vacation for all employees, consultants, contractors or agents, any liability or obligation under or with respect to any collective bargaining agreementemployment, employment agreementconsulting, independent contractor, agency or similar agreement any plan, unemployment or workers' ’ compensation laws, sales commissions, or any liability or obligation arising from the termination of any employee, consultant, contractor or agent by the Company or any decision of by the Buyer not to offer employment or continued service to any such employees; and (i) all liabilities and obligations arising out ofemployee, resulting fromconsultant, contractor or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 agent of the Code or section 4001 of ERISACompany.

Retained Liabilities. The liabilities and obligations which Except in each case as otherwise expressly provided in this Agreement, none of Buyer or any Buyer Designee or any of their Subsidiaries shall be retained by each a successor to Seller or any of its Subsidiaries (other than, for the Sellers (avoidance of doubt, the "Retained Liabilities"Transferred Entities and the JV Entities) with respect to, and shall consist not assume or agree to pay, perform or otherwise discharge, nor shall they be or become responsible for, any Liabilities of all liabilities Seller or any of such Seller its Subsidiaries other than the Assumed Liabilities (such Liabilities other than the Assumed Liabilities, includingthe “Retained Liabilities”). Without limiting the generality of the foregoing, without limitationnone of Buyer, any Buyer Designee or any of their Subsidiaries assumes or agrees to pay, perform or otherwise discharge the followingfollowing Liabilities of Seller or any of its Subsidiaries: (a) all liabilities of each Seller obligations and Liabilities primarily relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statementsarising out of any Retained Assets or any Retained Business; (b) all liabilities of each Seller obligations and Liabilities arising from or in connection with the Stockholder resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this AgreementReorganization (including costs and expenses incurred in connection therewith) excluding obligations and Liabilities for Transfer Taxes which are addressed in Section 6.02(a); (c) all liabilities of each obligations and Liabilities for Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities obligations and Liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining which Seller is made responsible pursuant to the Business terms of this Agreement or the Purchased Assets which relate to time periods or events occurring on or prior to the Closing DateTransaction Documents; (e) all liabilities of each Seller arising in connection with its operations unrelated to the Business out-of-pocket fees and all liabilities expenses (including all fees, expenses, and disbursements of counsel, accountants, investment bankers, experts, and consultants to Seller or any liability pursuant to of its Subsidiaries) incurred by Seller or any claim, litigation or proceeding) of its Subsidiaries in connection with the operation preparation, negotiation, execution, and consummation of the Business prior to transactions contemplated by this Agreement (including the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conductReorganization); (f) any liability or obligation incurred by each the obligations and Liabilities set forth in Section 2.06(f) of the Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses;Disclosure Schedule; and (g) all liabilities incurred by each Seller after the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation personal injury claims arising from the decision actual or alleged exposure prior to Closing to asbestos contained in or forming part of Buyer not to offer employment to any such employees; and (i) all liabilities and obligations arising out of, resulting from, Owned Real Property or Leased Real Property of any Transferred Entity or JV Entity or any of their respective predecessor companies or in any way relating to any employee benefit planTransferred Asset, program, Transferred Interest or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISAJV Interest.

Retained Liabilities. The Notwithstanding anything contained in this Agreement to the contrary, Buyer does not assume or agree to pay, satisfy, discharge or perform, and shall not be deemed by virtue of the execution and delivery of this Agreement or any document delivered at the Closing pursuant to this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability, obligation or indebtedness of Seller, whether primary or secondary, direct or indirect, other than the Assumed Liabilities. Seller shall retain all liabilities and obligations which shall be retained by each of the Sellers (the "Retained Liabilities") shall consist of all liabilities of such Seller other than the Assumed Liabilities to the extent specifically provided in Section 1.3 subject to the prorations set forth in Section 9.3 (all such liabilities and obligations retained by Seller being referred to herein as the “Retained Liabilities”). By way of illustration, including, without and not of limitation, the followingRetained Liabilities include: (a) all liabilities All liabilities, obligations and commitments of each Seller or any predecessor(s) or Affiliate(s) of Seller relating to indebtedness Taxes (as defined in Article 10) with respect to the Assets or otherwise, for borrowed money whether all periods, or not such liabilities are reflected portions thereof, on or prior to the Seller Financial StatementsClosing Date, subject to the prorations set forth in Section 9.3; (b) all liabilities of each All liabilities, obligations and commitments for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by Seller in connection with, resulting from or attributable to the Stockholder resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under transactions contemplated by this Agreement; (c) all liabilities of each Seller Liabilities, obligations and commitments for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated hereinwhich Buyer does not expressly assume an obligation or liability as described in Section 1.3; (d) all liabilities Liabilities, obligations and commitments for all environmental, ecological, health, safety, products liability (except as specifically referred to hereinany borrowed money incurred by Seller or any predecessor(s) or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events occurring on or prior to the Closing Date;Affiliate(s) of Seller; and (e) all liabilities All liabilities, obligations and commitments of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claimSeller, litigation whether known or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous unknown, disclosed or illegal conduct; (f) any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; and (i) all liabilities and obligations arising out ofundisclosed, resulting from, caused by or relating to accruing out of, at any employee benefit plantime, programdirectly or indirectly, the conduct of its business or arrangement maintained ownership or contributed to by each Seller, lease of any of its properties or assets or any entity which is properties or has been aggregated with such assets previously used by Seller for purposes of section 414 of at any time prior to or on the Code or section 4001 of ERISAClosing Date.

Retained Liabilities. The liabilities Subject to the terms of this Agreement, Seller hereby expressly retains and obligations which shall be retained by each agrees to pay, perform, and discharge the following duties, obligations, and Liabilities (collectively, the “Retained Liabilities”): (a) the performance of the Sellers terms, conditions, and covenants of, and the discharge of Seller’s duties, obligations, and Liabilities (the "Retained Liabilities") shall consist of all liabilities of such Seller other than obligations or Liabilities for the payment of money) arising under the terms of, the Leases, the Real Property Interests, the Transferable Permits, and the Contracts for the period prior to the Possession Time; (b) except for Assumed Liabilities, all obligations and Liabilities of Seller for the payment of money with respect to the Assets (including, without limitation, the following: (apayment of Seller’s costs and expenses incurred in connection with the Assets and the payment of Seller’s royalties, overriding royalties, and other similar burdens on production, as well as all rentals, shut-in well payments, minimum royalties, and other lease maintenance payments under the Leases) all liabilities of each Seller relating for the period prior to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statements; (b) all liabilities of each Seller or the Stockholder resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this AgreementEffective Time; (c) all liabilities Claims and Liabilities relating to the payment of each taxes (including interest, penalties, and additions to tax) for which Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated hereinhas agreed to be responsible hereunder; (d) except for Assumed Liabilities, all liabilities for all environmentalClaims and Liabilities, ecologicalwhether in contract, healthin tort, safetyor arising by operation of Law, products liability against or suffered by Seller that relate in any way to, the Assets (except as specifically referred INCLUDING, WITHOUT LIMITATION, INJURY TO OR DEATH OF ANY PERSON, PERSONS, OR OTHER LIVING THINGS, OR LOSS OR DESTRUCTION OF OR DAMAGE TO PROPERTY AFFECTING OR RELATING TO THE ASSETS, REGARDLESS OF WHETHER SUCH CLAIM OR LIABILITY RESULTS, IN WHOLE OR IN PART, FROM THE NEGLIGENCE OR STRICT LIABILITY OF BUYER OR ITS AFFILIATES, EMPLOYEES, AGENTS, OR REPRESENTATIVES), to herein) extent that any such Claim or other claims pertaining to the Business Liability, or the Purchased Assets which relate to time periods acts, omissions, events, or events occurring on conditions giving rise thereto, arose, occurred, or existed prior to the Closing DatePossession Time, regardless of whether such Claim or Liability has been asserted as of the Possession Time; (e) all liabilities Claims (if any) of each Seller arising in connection with its operations unrelated third Persons, whether as the result of audits or otherwise, to refunds, adjustments, settlements of disputes, or other amounts of any kind due under the terms of the Leases, the Real Property Interests, the Transferable Permits, or the Contracts and attributable to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business period prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conductEffective Time; (f) any liability or obligation incurred all amounts payable by each Seller in connection with under the negotiation, execution or performance terms of this Agreementall exchange traded futures contracts and over-the-counter derivative contracts to which Seller is a party as of the Effective Time, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expensesbreakage costs (if any) incurred by Seller under the terms of any such agreement as the result of the transactions contemplated in this Agreement; (g) all liabilities incurred by each Seller after the Closing Date; indebtedness (hif any) of Seller, whether or not encumbering all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; and (i) all liabilities and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 portion of the Code or section 4001 of ERISA.Assets;

Retained Liabilities. The liabilities Clorox Parent and obligations which shall be retained its Subsidiaries will retain, and Purchaser will not assume, by each virtue of this Agreement or the Sellers Contemplated Transactions, and will have no liability for, any Liabilities arising out of, relating to or otherwise in respect the following (collectively, the "“Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, including, without limitation, the following:”): (ai) all liabilities claims of each Seller relating a default, breach, tort or non-compliance under any Transferred Contract based on acts or omissions occurring prior to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial StatementsClosing; (bii) all liabilities of each Seller any Pre-Closing Taxes for which Clorox Parent is responsible pursuant to Section 5.7(e) or the Stockholder resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this AgreementSection 8.3(a); (ciii) unless specifically assumed by Purchaser pursuant to Section 5.10, all liabilities Liabilities relating to or at any time arising in connection with (A) the employment or service with or termination of each Seller employment or service from any Business Operating Entity or Clorox Parent or any of its Affiliates of any Person for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events occurring period ending on or prior to the Closing and (B) any Business Benefit Plan or any other benefit or compensation plan, program, agreement or arrangement at any time maintained, sponsored or contributed to by Clorox Parent or any of its Affiliates or with respect to which Clorox Parent or any of its Affiliates has any Liability; (iv) all Liabilities relating to (i) the employment of any UK Transferred Out Employees (or the termination of employment of such employees by Clorox Parent or Clorox U.K), and any breach of regulations 11, 13 and 14 of the Transfer of Undertakings (Protection of Employment) Regulations 2006 or the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006 relating to the transfer of the U.K. Transferred Out Employees or (ii) any line of business conducted by Clorox U.K. other than the Business, including any Liabilities relating to costs of separating or removing any such line of business from Clorox U.K.; (v) accounts payable, accrued expenses and other current Liabilities of Clorox Parent or any of its Subsidiaries, except to the extent included in the U.K. Net Working Capital; (vi) Liabilities arising out of, relating to or otherwise in respect of the Retained Assets; (vii) any Intercompany Liabilities, other than any Liabilities incurred by Purchaser and its Subsidiaries (including the Transferred Companies after the Closing) under this Agreement or the Ancillary Agreements from and after the Closing Date; (eviii) except as otherwise expressly contemplated herein or in an Ancillary Agreement, all liabilities out-of-pocket costs and expenses incurred by Clorox Parent or any of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) Subsidiaries in connection with the Contemplated Transactions, including any fees and expenses payable to legal, accounting and financial advisors; (ix) Liabilities for Indebtedness to the extent not included in the Final Purchase Price; (x) Liabilities under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar foreign, state or local Law based on employees who are terminated by Clorox Parent or any of its Subsidiaries prior to the Closing Date. (xi) First Brands (Bermuda) Ltd. and its Subsidiaries, including without limitation, Liabilities arising out of, relating to or otherwise in respect of the Proceedings set forth on Schedule 2.2(f)(vi); (xii) Liabilities arising under Environmental Laws in respect of the Business or the operation or conduct of the Business prior to the Closing except as otherwise specifically provided herein and Date at any liability of such Seller based on its tortuous or illegal conductlocation other than the Real Property; (fxiii) Liabilities arising under Environmental Laws resulting or arising from the operation or conduct of the Business prior to the Closing Date at any liability location formerly owned or obligation incurred by each Seller in connection with leased other than the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expensesReal Property; (gxiv) all liabilities incurred by each Seller after Liabilities of Clorox Parent and its Subsidiaries under this Agreement and the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; and (i) all liabilities and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISAAncillary Agreements.

Retained Liabilities. The liabilities Notwithstanding anything in this Agreement to the contrary, any disclosure contained herein or made pursuant hereto, anything otherwise known to Buyer, Buyer does not assume and obligations which shall be retained by each will not become responsible for any liability or obligation (whether known or unknown) of Seller except the Assumed Liabilities. Without limiting the generality of the Sellers foregoing, the following are included among the Retained Liabilities of Seller which Buyer does not expressly or impliedly assume: (the "Retained Liabilities"i) shall consist all accounts payable of Seller; (ii) all Indebtedness of Seller; (iii) all liabilities of such Seller other than Assumed Liabilitieswith respect to any expenses relating to the transactions contemplated by this Agreement; (iv) all liabilities of Seller with respect to all Taxes for all periods, whether arising before the Closing Date, including, but not limited to, all Transfer Taxes resulting from or payable in connection with the sale of the Purchased Assets pursuant to this Agreement; (v) all liabilities of Seller with respect to any pending, threatened or unasserted litigation, claim, demand, investigation or proceeding including, without limitation, the following: (a) all liabilities of each Seller relating to indebtedness for borrowed money whether or not such insurance claims, any liabilities are reflected on the Seller Financial Statements; (b) all liabilities of each Seller or the Stockholder resulting from, constituting or relating to a breach of any of the representations, warranties, covenants Leased Real Property or agreements of the such Seller or the Stockholder under this Agreement; (c) all liabilities of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business Excluded Assets, and liabilities relating to any Tax owed or the Purchased Assets alleged to be owed to any Governmental Authority with respect to matters which relate to time periods or events occurring on or occurred prior to the Closing Date; (evi) all liabilities any obligation or liability of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) incurred in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conduct; (f) any liability or obligation incurred by each Seller in connection with the negotiationexecution, execution delivery or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; and (ivii) all liabilities and obligations arising out of, resulting from, or relating of Seller which are attributable to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated non-compliance with such Seller for purposes of section 414 of the Code or section 4001 of ERISAapplicable Laws.

Retained Liabilities. The liabilities and obligations which shall be retained by each of Except for the Sellers (the "Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, includingBuyer is not assuming and expressly disclaims the assumption of any Liabilities of Seller, without limitation, the following: (a) all liabilities of each Seller relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statements; (b) all liabilities of each Seller Liabilities arise from or the Stockholder resulting from, constituting or relating relate to a breach of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this Agreement; (c) all liabilities of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events occurring on or prior to the Closing Date; (e) all liabilities of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Closing except (collectively, the “Retained Liabilities”). Without limiting the generality of the foregoing, and solely for purposes of clarity, the Retained Liabilities include: (a) all Liabilities arising from or relating to products sold, or services provided, on or prior to the Closing Date that do not constitute Assumed Liabilities; (b) all Liabilities arising from or relating to accrued expenses, accounts payable, indebtedness or other payment obligations that do not constitute Assumed Liabilities; (c) all Liabilities arising from or relating to any Encumbrances (other than Permitted Encumbrances) related to Seller’s ownership of the Purchased Assets or the Business and surviving the Closing; (d) all Liabilities arising out of or in connection with any breach of the Assigned Contracts occurring prior to the Closing, and all Liabilities arising from or relating to Contracts to which Seller is party that are not Assigned Contracts; (e) all Liabilities for any Taxes arising from Seller’s use, ownership or operation of the Purchased Assets or the conduct of the Business by Seller on and prior to the effective time of Closing, including any income Taxes that may be owing by Seller as otherwise specifically provided herein a result of the sale of the Purchased Assets and including any liability Taxes described in Section 8.2 attributable to pre-Closing Date portions of such Seller based on its tortuous any Straddle Periods, but excluding any Taxes described in Section 8.2 attributable to post-Closing Date portions of any Straddle Periods whether, in each case, payable before or illegal conductafter Closing; (f) all Liabilities arising from or relating to any liability Proceeding or obligation incurred by each Order to which Seller in connection with is a party or is otherwise bound as of the negotiation, execution Closing to the extent arising or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expensesrelated to a period prior to the Closing Date; (g) all liabilities incurred by each Seller after Liabilities arising from or relating to Breaches of Law (including Environmental and Safety Requirements), including any Breach of a Permit, occurring prior to the Closing DateClosing; (h) all liabilities Liabilities of Parent; (i) except as provided in the proviso of Section 6.6(b)(i), all Liabilities of Seller arising from or obligations associated relating to the employment, retention or termination by Seller, or with a Seller's employeesrespect to the Business, Parent, of any of their current or former officers, directors, employees or independent contractors, including but not limited to any liability all Liabilities for salaries, bonuses, withholding, expense reimbursements, benefits or obligation under severance payments (unless otherwise allocated between the parties elsewhere in this Agreement), all Liabilities arising from or relating to Seller’s or Parent’s compliance with respect applicable employment Laws, all Liabilities arising from or relating to any collective bargaining agreementemployment agreements that Seller or Parent may have executed with its employees and all Liabilities to indemnify, employment agreement, unemployment reimburse or workers' compensation laws, or advance any liability or obligation arising from the decision of Buyer not to offer employment amounts to any such employeesofficer, director, employee, consultant or other agent or representative of Seller or Parent (whether in connection with the transactions contemplated by this Agreement or otherwise); and (ij) all liabilities and obligations Liabilities otherwise arising out of, resulting from, from or relating to any employee benefit planSeller’s use, program, ownership or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 operation of the Code Purchased Assets or section 4001 the conduct of ERISAthe Business prior to Closing that do not constitute Assumed Liabilities.

Retained Liabilities. The liabilities and obligations which shall be retained by each of the Sellers Company (the "“Retained Liabilities"”) shall consist of all liabilities of such Seller the Company other than Assumed Liabilities, including, without limitation, the following: (a) all liabilities of each Seller the Company relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller unaudited balance sheet of the Company as of March 31, 2006, included in the Financial StatementsStatements (as defined herein); (b) all liabilities of each Seller the Company or the Stockholder Equityholders resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller Company or the Stockholder Equityholders under this Agreement; (c) all of the Company’s trade and accounts payable (billed and unbilled); (d) all liabilities of each Seller the Company for Taxes (as hereinafter defined), including without limitation, with respect to the operations or income of the Company through consummation of the Closing, all sales, use and withholding Taxes, including and any gain and or income from the sale of the Purchased Assets and other the transactions contemplated herein; (de) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business Company’s business or the Purchased Assets which relate to time periods or events occurring on or prior to the Closing Date; (ef) all liabilities of each Seller the Company arising in connection with its operations unrelated to the Company’s Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Company’s Business prior to the Closing except as otherwise specifically provided herein and herein; (g) any liability of such Seller the Company based on its tortuous tortious or illegal conduct; (fh) any liability or obligation incurred by each Seller the Company in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers'’, finders' ’ and other professional fees and expenses; (gi) all liabilities incurred by each Seller the Company after the Closing Date;; and (hj) all liabilities or obligations associated with a Seller's the employees, consultants, contractors or agents of the Company, including but not limited to accrued vacation for all employees, consultants, contractors or agents, any liability or obligation under or with respect to any collective bargaining agreementemployment, employment agreementconsulting, independent contractor, agency or similar agreement any plan, unemployment or workers' ’ compensation laws, sales commissions, or any liability or obligation arising from the termination of any employee, consultant, contractor or agent by the Company or any decision of by the Buyer not to offer employment or continued service to any such employees; and (i) all liabilities and obligations arising out ofemployee, resulting fromconsultant, contractor or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 agent of the Code or section 4001 of ERISACompany.

Retained Liabilities. The liabilities Except as provided in Section 1.4(a) hereof, Seller (and/or as applicable, the NFPs) will retain, and obligations which shall Buyer will not assume or be retained by each responsible or liable with respect to, any Liabilities of the Sellers Business that precede the Effective Time (except as specifically provided in subclause (vii) of this Section 1.4(b)), whether or not arising out of or relating to the "conduct of Seller or associated with or arising from any of the Acquired Assets, whether fixed or contingent or known or unknown (collectively, the “Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities”), including, without limitation, the following: (ai) all liabilities of each Seller Liabilities relating to indebtedness for borrowed money any Excluded Asset irrespective of whether such liability relates to the period before or not such liabilities are reflected on the Seller Financial Statementsafter Closing; (bii) all liabilities Liabilities of each Seller that constitute trade payables; (iii) Liabilities of Seller or the Stockholder resulting from, constituting NFPs arising under or relating to a any Assumed Contract to the extent such Liabilities relate to periods prior to the Effective Time or arise from any breach of any of the representations, warranties, covenants or agreements of the such default by Seller or the Stockholder NFPs under this Agreementany Assumed Contract that occurs prior to the Effective Time or that arises out of or relates to events or circumstances that occur or exist prior to the Effective Time, including the Seller Burial Resolutions (as defined in Section 5.22 below); (civ) all liabilities Liabilities of each Seller for Taxes, including or the NFPs arising under or relating to any gain and income from the sale of the Assets and Contract other transactions contemplated hereinthan an Assumed Contract; (dv) all liabilities Liabilities with respect to (A) any Employee Plan maintained, sponsored, contributed to or participated in by Seller or the NFPs for all environmentalthe benefit of or relating to any current or former employee of the Business (“Seller Employee Plan”) and the amendment to or the termination of any Seller Employee Plan, ecologicalor (B) any person at any time employed by Seller or the NFPs (including, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and any such person’s spouse, children, other dependents or beneficiaries, with respect to any such person’s employment or termination of employment by Seller or the NFPs, including, without limitation, claims arising under health, safetymedical, products liability (except as specifically referred to herein) dental, disability or other claims pertaining benefit plan for products, supplies or services provided or rendered prior to the Business Effective Time; (vi) Seller’s or the Purchased Assets which relate NFPs’ deferred sales commissions; (vii) Liabilities of Seller or the NFPs, based in whole or in part on violations of, or failure to time periods comply with, Law or events environmental conditions occurring on or existing prior to the Closing Date;and arising out of or relating to Environmental Requirements, except to the extent that such Liabilities are identified in the Environmental Reports. (eviii) Except as otherwise specifically provided in this Agreement, all liabilities Liabilities of each Seller arising in connection with its or the NFPs for any Tax for (A) operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Effective Time; (B) Pre-Closing except Tax Periods and Straddle Tax Periods for the NFPs to the extent specified in Section 5.12; (C) the transfer of the Acquired Assets; and (C) income earned by the Pre-Need Trust Funds and the Endowment Care Funds (as each of these terms is defined in Section 5.4) prior to delivery thereof to Buyer’s Trustee pursuant to Section 5.5 below to the extent such income (1) is not taxable to the applicable trusts as independent taxpayer entities, and (2) is withdrawn by or for any Seller or otherwise specifically provided herein and distributed to any liability of Seller (whether such Seller based on its tortuous withdrawal or illegal conductdistribution is made before or after the Effective Time); (fix) Liabilities of Seller or any liability of the NFPs arising out of or obligation incurred by each relating to any Proceeding to which Seller in connection with or any of the negotiation, execution or performance NFPs is a party on the date of this Agreement, including, without limitation, all legal, accounting, brokers', finders' Agreement and other professional fees and expenses; (g) all liabilities incurred by each Seller after relating to the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, Business or any liability or obligation arising from of the decision of Buyer not to offer employment to any such employeesmatters referenced on Schedule 10 (“Retained Proceedings”); and (ix) all liabilities and obligations Liabilities arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 management of ERISAthe Managed Businesses by Seller. It is intended that the Management Agreements shall govern the rights and duties between Seller and the Ohio NFPs and, after the Effective Time, between Buyer and the Ohio NFPs. Notwithstanding the foregoing, the terms of this Agreement shall control in the event of any conflict between this Agreement and any of the Management Agreements.

Retained Liabilities. The liabilities and obligations which Except as expressly provided in Section 2.6, Buyer shall not assume or be retained by each liable for (nor shall Buyer cause any of its Affiliates to assume or be liable for) any other Liabilities of Sellers or any of their Affiliates, whether or not relating to the Sellers Business (the "“Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities”), including, without limitation, including the following: (a) all liabilities of each Seller relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial StatementsExcept as set forth in Section 2.6(b), any Indebtedness; (b) Any and all liabilities of each Liabilities for which any Seller or the Stockholder resulting from, constituting or relating expressly has responsibility pursuant to a breach of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this Agreement; (c) Any and all liabilities Liabilities that relate to, or arise out of, directly or indirectly any Seller’s or any of each Seller for Taxes, including its Affiliate’s operation of any gain and income from business or division other than the sale of the Assets and other transactions contemplated hereinBusiness; (d) all liabilities for all environmentalAny Liabilities of Pro Canadian and any Liabilities of any Subsidiary of Pro Canadian, ecologicalin each case, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events occurring on or prior extent unrelated to the Closing DateBusiness; (e) all liabilities of each Seller arising in connection with its operations unrelated to the Business Any and all liabilities Liabilities of any Purchased Company or any Subsidiary of a Purchased Company that arises by virtue (including if applicable) of it being an ERISA Affiliate of any liability pursuant to any claim, litigation Seller or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conductAffiliates; (f) Any and all Liabilities to the extent arising out of or related to the Excluded Assets or included in the Specified Assets and Liabilities; (g) Except as set forth in Section 5.7, any liability Liabilities relating to or obligation arising under any Benefit Plan ; (h) Any and all Liabilities for Taxes for which Sellers are responsible pursuant to Section 6.1; (i) Except as set forth in Section 5.7, any and all Liabilities of the HDS Group or any of its Affiliates in respect of (1) Business Employees related to pre-Closing periods or as a result of the Closing or (2) any Inactive Current Business Employee related to any period before the Return Date of such Inactive Current Business Employee or as a result of the Closing; (j) Any and all Liabilities relating in any way to the Jacksonville Site, including the cleanup of environmental contamination at or from such Real Property and any third-party claims associated with such Real Property; (k) Any and all Liabilities relating to or arising out of the Pre-Closing Restructuring; (l) Any and all Liabilities relating to or arising out of any performance bond, bid bond, letter of credit, guaranty or other similar instrument of any Seller or any Affiliate of any Seller, to the extent any such Liability relates to any pre-Closing period; (m) Any and all Liabilities that relate to, or arise out of, the Restrictive Covenant Contracts; (n) Any and all Liabilities related to the matters set forth on Section 2.7(n) of the Seller Disclosure Schedules; and (o) Any and all fees and expenses of brokers, finders, counsel, financial advisors, accountants, consultants and other professional advisors incurred by each any Seller or any Affiliate of any Seller in connection with the negotiation, auction or other sale process to sell the Business or the negotiation and execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; and (i) all liabilities and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISA.

Retained Liabilities. The 2.1 From and after the Closing Date, and subject to the provisions of Article 10 hereof, Seller shall retain or assume and pay, perform or otherwise discharge the following (collectively, the "Retained/Assumed Liabilities"): a. all Tax liabilities of MRT to the extent they arise in respect of Tax periods ending prior to the Closing Date and obligations which shall be retained by each are not accrued or adequately reserved for as reflected in the Closing Date Balance Sheet; b. all payment obligations, whether asserted prior to or after the Closing, of MRT or Seller, as the case may be, to MRT Employees set forth under those agreements identified in Section 1.1.b of the Sellers (Disclosure Schedule as a result of the "Retained transaction(s) contemplated in this Agreement, including Employee Stay Liabilities") shall consist of all liabilities of such Seller , in each case other than Assumed Liabilities, including, without limitation, for severance and/or termination pay by reason of the following: (a) all liabilities termination of each Seller relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statements; (b) all liabilities of each Seller or the Stockholder resulting from, constituting or relating to a breach employment of any of such persons on or after the representationsClosing Date, warrantieswhether by Purchaser or MRT; c. except as otherwise specifically set forth in this Agreement, covenants or agreements of the such Seller any obligations and liabilities relating to any MRT Employee or the Stockholder employees of any ERISA Affiliate of Seller, arising under this Agreement; (c) all liabilities any Seller Retirement Plans, whether asserted prior to or after the Closing except for contribution obligations of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining MRT in respect to the Business or Seller's DC Plan in the Purchased Assets which relate to time periods or events occurring on or prior to ordinary course of business accrued as of the Closing Date; (e) d. any Liabilities covered by Section 7.2.e hereof, whether asserted prior to or after the Closing; e. all liabilities of each finders' fees, brokerage commissions, or similar compensation payable to any Person retained by Seller arising in connection with its operations unrelated or MRT prior to the Business and all liabilities (including any liability pursuant Closing to any claim, litigation assist or proceeding) represent either of them in connection with the operation transactions contemplated hereby or any previous efforts to effect a sale of MRT or the Business Business, whether asserted prior to or after the Closing; and f. all legal and accounting fees incurred by MRT to any lawyers or accountants retained by Seller or MRT prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conduct; (f) any liability or obligation incurred by each Seller in connection with this Agreement or the negotiationtransactions contemplated hereby or any previous efforts to effect a sale of MRT or the Business, execution whether asserted prior to or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; and (i) all liabilities and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISAClosing.

Retained Liabilities. The liabilities parties specifically acknowledge that Buyer is not agreeing to assume, and obligations which shall not be liable or responsible for, any Liability of the Company or any Affiliate of the Company other than the Assumed Liabilities and that nothing in this Agreement, including this Section 2.4, will be construed as an agreement otherwise. Without limiting the foregoing and notwithstanding anything to the contrary contained in this Section 2.4 or elsewhere in this Agreement, the following Liabilities of Seller are not part of the sale and purchase contemplated by this Agreement, are excluded from the Assumed Liabilities and will be retained by each Seller and remain the sole responsibility of Seller following the Sellers Closing (the "“Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, including, without limitation, the following:”): (a) all liabilities of each Seller any Liability arising out of, in connection with or relating to indebtedness for borrowed money whether any loan or not other indebtedness, unless such liabilities are reflected on the Seller Financial StatementsLiability is an Assumed Liability; (b) all liabilities of each Seller or the Stockholder resulting fromany Liability arising prior to Closing out of, constituting in connection with or relating to a breach of any of the representationsAcquired Assets, warranties, covenants or agreements of including the such Seller or Acquired Leases and the Stockholder under this Agreementother Acquired Contracts; (c) all liabilities of each Seller for Taxesany Liability arising out of, in connection with or relating to any assets, properties or Contracts that are not included in the Acquired Assets, including any gain and income from the sale of the Assets and other transactions contemplated hereinExcluded Assets; (d) all liabilities any Liability arising out of, in connection with or relating to any Taxes attributable to or imposed upon the Company or its Affiliates, or attributable to or imposed upon the Acquired Assets for all environmentalthe Pre-Closing Period, ecologicalbut excluding any Transfer Taxes; (e) any Liability arising out of, healthin connection with or relating to any Plan; (f) any Liability arising out of, safety, products liability (except as specifically referred to herein) in connection with or other claims pertaining relating to the Business Company’s disposition of an application for employment, the employment of any employee or the Purchased Assets which relate termination of the employment of any employee; (g) any Liability of the Company to time periods any Affiliate of the Company; (h) any Liability of the Company under this Agreement, the other Transaction Agreements or events any other Contract between the Company and Buyer; (i) any payment obligation for goods or services provided to the Company before the Closing Date, unless such Liability is an Assumed Liability; (j) any Liability arising from, in connection with or relating to the Company’s acts or omissions occurring after the Closing; (k) any Liability arising from, in connection with or relating to the breach of any Contract on or prior to the Closing or any Liability for payments or amounts due under any Contract on or prior to the Closing; (l) any Liability arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, unless such Liability is an Assumed Liability; (em) all liabilities of each Seller arising any Liability for expenses and fees incurred by the Company in connection with its operations unrelated or incidental to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation preparation of the Business prior to Transaction Agreements, preparation or delivery of materials or information requested by Buyer, and the Closing except as otherwise specifically provided herein consummation of the Transaction, including all banking, advisory, broker, counsel and any liability of such Seller based on its tortuous or illegal conductaccounting fees; (fn) any liability or obligation incurred by each Seller Liability to any holder of any equity interest in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expensesCompany; (go) all liabilities incurred by each Seller after any Liability of the Closing Date; Company for worker health claims (h) all liabilities or obligations associated with a Seller's employees, including but not limited to claims or damages for worker’s compensation, personal injury, disease, or death claims), natural resources damage claims, and any liability other claims by third parties for any personal injury or obligation property damage arising or resulting from, or Remedial Action to address, environmental contamination found on or emanating from the Real Property, other than the Assumed Liabilities, for events occurring or conditions existing on or under or the Real Property prior to the Closing Date that are unknown to the Buyer as of the Closing Date; provided, however, that Buyer shall not be entitled to indemnification with respect to any collective bargaining agreementsuch claim, employment agreement, unemployment to the extent that such claim is discovered or workers' compensation lawsidentified: (a) as a result of any invasive environmental investigation or sampling at the Real Property on behalf of Buyer after the Closing Date unless such investigation or sampling was required under applicable Environmental Law, or any liability or obligation arising from the decision (b) as a result of Buyer requesting any Governmental Authority or other Person to investigate any matter, take any corrective action or enforce any rights in a manner that materially prejudices Seller’s responsibilities under this Section 2.4, unless required to do so under applicable Environmental Law. Notwithstanding the foregoing, communication or correspondence by Buyer with a Governmental Authority or other Person for purposes of any legally required reporting of any pre-Closing conditions of material non-compliance with Environmental Law shall not cause Buyer to offer employment forfeit the right to indemnification for any such employeescosts arising out of or in connection with any environmental indemnification claim; (p) fines or penalties relating to noncompliance with Environmental Permits or Environmental Laws that occurred prior to Closing, but not including any fines or penalties relating to Assumed Liability 2.3(c); and (iq) all liabilities and obligations any Liability with respect to or arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 claims of creditors of the Code Company that the Transaction constitutes a fraudulent transfer or section 4001 conveyance of ERISAthe assets of the Company.

Retained Liabilities. The liabilities Notwithstanding anything to the contrary set forth in this Agreement, the Trust Subsidiary will not assume, pay or discharge, and obligations which Buyer will not assume, pay or discharge, by virtue of the terms of this Agreement or otherwise, any debts, liabilities, obligations, contracts, loans, commitments, or undertakings of the Seller, whether fixed, liquidated, contingent or otherwise, and whether related to the Business or otherwise, except, with respect to the Trust Subsidiary, for those Assumed Liabilities expressly described or referred to in Section 2.03. All liabilities, debts, obligations, contracts, loans, commitments or undertakings of Seller not so assumed by the Trust Subsidiary shall be retained by each of the Sellers (Seller and shall be hereinafter referred to as the "Retained Liabilities") " and shall consist of all liabilities of such Seller other than Assumed Liabilities, includinginclude, without limitation, the following: (a) all All liabilities of each Seller relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statementsarising solely out of or relating solely to the Retained Assets at any time; (b) all All liabilities of each Seller or incurred in connection with the Stockholder resulting from, constituting or Purchased Assets and relating to a breach of any of the representations, warranties, covenants or agreements of period prior to the such Seller or the Stockholder under this AgreementAsset Closing; (c) all All liabilities of each the Seller for Taxesfederal, including any gain and income from the sale state or foreign income, sales, use, payroll, excise or franchise taxes relating to or arising out of the Assets and other transactions contemplated hereinoperation of the Business for the period prior to the Asset Closing; (d) all All liabilities of the Seller for all environmental, ecological, healthaccident, safety, products liability (except as specifically referred to herein) health or other claims pertaining to or arising out of the operation of the Business or the Purchased Assets which relate and relating to time periods or events occurring on or the period prior to the Closing DateAsset Closing; (e) all All liabilities of each the Seller to all of the Employees (as such term is defined in Section 4.08 below), including the Transferred Employees (as such term is defined in Section 7.04 below), arising at any time, including, without limitation, any liabilities or indebtedness of the Seller in respect of any wages, back pay or other payroll-related items or taxes, any liabilities of the Seller in connection with employee benefits or arising under any Employee Contract or Employee Plan (as such terms are defined in Section 4.08 below) or any liabilities of the Seller resulting from any termination-related or discrimination claims of any Employee whether or not arising under any Employee Plan. (f) All liabilities of the Seller relating to the period prior to the Asset Closing and arising out of or in connection with the Seller's services, actions, omissions or warranties, including, without limitation, any violation, breach, or default by the Seller under or in respect of any Trust Agreement or any Contract; (g) All liabilities (contingent or otherwise) with respect to trust accounts which have been terminated prior to the Asset Closing; (h) All liabilities and obligations arising under the Trusteed Deposit Accounts; (i) All liabilities of the Seller arising in connection with its business and operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conductBusiness; (fj) any Any liability or obligation incurred by each the Seller in connection with the negotiation, execution or performance of this Agreement, Agreement including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (gk) all All liabilities and obligations incurred by each Seller after in taking or failing to take the Closing Date; (h) all liabilities or obligations associated with a Seller's employeessteps necessary to accomplish the appointment of the Trust Subsidiary as successor under the Trust Agreements, including but not limited without limitation, in the making or failing to make of any liability filings or obligation under notices or with respect in obtaining or failing to obtain any collective bargaining agreementconsents, employment agreement, unemployment permits or workers' compensation laws, or any liability or obligation arising from approvals required for the decision completion of Buyer not to offer employment to any such employeesthe Asset Closing; and (il) all liabilities and obligations Any liability, obligation, penalty, termination fee or other cost or expense arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code assertion by any party to a Trust Agreement that the transfer to the Trust Subsidiary of the Seller's rights and interests thereunder pursuant to the terms of this Agreement constitutes a breach or section 4001 of ERISAdefault by the Seller under such Trust Agreement.

Retained Liabilities. The liabilities Except for the Assumed Liabilities, Purchasers shall not assume by virtue of this Agreement or the transactions contemplated hereby, and obligations which shall be retained by each have no liability for, any Liabilities of Seller, including but not limited to Seller's Liabilities under this Agreement and the Sellers other Transfer Agreements and the following (collectively the "Retained Liabilities"): (i) shall consist any Seller Environmental Claims; (ii) any Liabilities of all liabilities Seller in respect of such any Excluded Assets; (iii) any Liabilities of Seller for Taxes imposed on Seller (other than Assumed LiabilitiesTransfer Taxes) or any of its Affiliates; (iv) any Liabilities of Seller under Seller's Bond Documents arising and accruing based on events occurring prior to the Closing; (v) any Liabilities arising out of or in any way relating to Seller's employment of, termination of employment of, and provision of benefits to, and compensation of Employees employed or independent contractors engaged by Seller, including, without limitationbut not limited to, claims for any personal injury, discrimination, mass layoff or plant closing, harassment, wrongful discharge or other wrongful employment practice, unfair labor practice, claims for benefits (including claims arising under ERISA or workers' compensation laws), other violation of or obligations under any employment Law or similar claims or causes of action, known or unknown, absolute or contingent, asserted or unasserted, of any such Person arising out of events occurring or otherwise attributable to the following:period on or before the Closing; (avi) all liabilities any Liabilities of each Seller relating to indebtedness for borrowed money any Plan, or to any "employee pension plan" (as defined in Section 3(2) of ERISA) of Seller, whether or not terminated, established, maintained or contributed to by Seller or a Common Control Entity at any time, or to which any of Seller or a Common Control Entity are or have been obligated to contribute to at any time ("ERISA Affiliate Plan"); including any liability (A) to the Pension Benefit Guaranty Corporation under Title IV of ERISA; (B) relating to a multiemployer plan; (C) with respect to non-compliance with COBRA or The Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA"); (D) with respect to noncompliance with any other applicable provision of the Code, ERISA or any other applicable laws; or (E) with respect to any suit, proceeding or claim which is brought against Purchaser with respect to any such liabilities are reflected on the Seller Financial StatementsPlan or ERISA Affiliate Plan, against any such Plan or ERISA Affiliate Plan, or against any fiduciary or former fiduciary of any such Plan or ERISA Affiliate Plan; (bvii) any and all asserted or unasserted liabilities or obligations to third parties (including Employees) for personal injury or tort, or similar causes of each Seller or action to the Stockholder resulting from, constituting or relating to a breach of any extent arising out of the representations, warranties, covenants ownership or agreements of the such Seller or the Stockholder under this Agreement; (c) all liabilities of each Seller for Taxes, including any gain and income from the sale operation of the Assets and other transactions contemplated herein;prior to the Closing Date. (dviii) all liabilities other than in connection with Environmental Claims any civil or criminal fines, penalties or costs imposed by a Governmental Authority resulting from (i) an investigation, proceeding, request for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) information or other claims pertaining inspection relating to the Business Facility or any activities of Seller before or by a Governmental Authority commenced or pending prior to the Purchased Assets Closing Date, but only regarding events, acts or omissions which relate occurred prior to time periods the Closing Date, (ii) illegal acts or events occurring on omissions, willful misconduct or negligence of Seller prior to the Closing Date or (iii) violations of Laws arising from the operation of the Facility prior to the Closing Date; (eix) all liabilities any payment obligations of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation for goods delivered or proceeding) in connection with the operation of the Business services rendered prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conduct; (f) any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after the Closing Date; (hx) all liabilities liability for toxic torts arising as a result of or obligations associated in connection with a loss of life or injury to Persons (whether or not such loss or injury arose or was made manifest on or after the Closing Date) caused (or allegedly caused) by the presence or Release of Hazardous Materials (at any concentration and whether or not in compliance with applicable Environmental Law) originating from or migrating from the Parcel during Seller's employeesuse and/or occupancy of the Parcel; (xi) any obligations for wages, including but not limited overtime, vacation pay, sick pay, holiday pay, employment Taxes, severance pay, retention bonuses or similar benefits accruing or arising prior to the Closing under any term or provision of any contract, plan, instrument or agreement relating to any of the Employees; (xii) any liability of Seller arising out of its use and/or occupancy of the Northern Parcels; (xiii) any liability of Seller arising out of a breach by Seller or obligation any of its Affiliates of any of their respective obligations under this Agreement, the Service Agreement Settlement Agreement or with respect to the other Transfer Agreements; and (xiv) any collective bargaining agreement, employment agreement, unemployment or workers' compensation lawsother labor contract, or any liability or obligation arising from the decision of Buyer not written understanding with any labor organization to offer employment to any such employees; and (i) all liabilities and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which Seller is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISAa party.

Retained Liabilities. The liabilities Notwithstanding any provision in this Agreement, Seller shall retain and obligations which shall be retained by each of responsible only for the Sellers following Liabilities (the "“Retained Liabilities"”): (a) shall consist all Liabilities of all liabilities Seller and/or any Affiliate of such Seller other than Assumed Liabilities, including, without limitation, including all Liabilities related to the following: (a) Excluded Assets and all liabilities of each Seller Liabilities under Assumed Contracts relating to indebtedness for borrowed money whether or not such liabilities are reflected the period prior to the Closing Date (including the Assumed Contracts set forth on the Seller Financial StatementsSchedule 4.12(e)); (b) all liabilities Liabilities of each Seller or the Stockholder resulting from, constituting or relating to a breach of and/or any of its Affiliates under the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this AgreementAncillary Agreements; (c) all liabilities Liabilities of each Seller for Taxesand/or any of its Affiliates in respect of any Proceeding (whether class, individual or otherwise in nature, in law or in equity) commenced or asserted prior to the Closing, or based on acts or omissions of Seller and/or any of its Affiliates or their respective equityholders, officers, directors or managers occurring prior to the Closing, and arising out of or to the extent relating to or otherwise in any way relating to the Purchased Assets or the Product, including, without limitation, any Liability to any equityholder of Seller or any Affiliate of Seller and including any gain and income from all Liabilities arising out of or related to the sale litigation described on Schedule 4.6 of the Assets and other transactions contemplated hereinSeller Disclosure Schedules; (d) all liabilities Liabilities of Seller to its suppliers for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining materials and services relating to the Business Product that were delivered or provided to Seller prior to Closing; (e) all Liabilities arising out of or relating to any product liability, breach of warranty or similar claim for injury to any Person or property that resulted from the Purchased Assets which relate use or misuse of the Product prior to time periods the Closing Date or events occurring otherwise relates to the Product sold (including any Proceeding relating to any such Liabilities) prior to the Closing Date, which, in the case of any split lots of Product, shall be determined based on or the percentage of any such lot sold prior to the Closing Date; (e) all liabilities of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conduct; (f) any liability Liability under Seller’s employee benefits or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expensescompensation arrangements; (g) all liabilities incurred by each Liabilities for branded prescription drug fees occurring prior to January 1, 2017, it being understood and agreed, for the avoidance of doubt, that Seller after will report ownership of Product NDCs on IRS Form 8947 for all periods up to and including the Closing Date;2016 reporting year (due November 2017); and (h) all liabilities Liabilities for Taxes relating to the Purchased Assets or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or the Product with respect to any collective bargaining agreementa Pre-Closing Tax Period, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employeesincluding those allocated in accordance with Section 11.8(b); and (i) all liabilities and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISA.

Retained Liabilities. The liabilities (a) Comtrak shall not assume or pay any, and obligations which the Company shall continue to be retained by each responsible for each, Liability of the Sellers Company whether or not relating to the Company's Business, not expressly assumed by Comtrak in Section 2.6(a) (collectively, the "Company Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, including). Specifically, without limitationlimiting the foregoing, the Company Retained Liabilities shall include the following: (ai) all liabilities any Indebtedness or bank over-draft of each Seller relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial StatementsCompany; (bii) all liabilities any legal or administrative action pending, including Environmental Claims, as of each Seller the Closing Date, notwithstanding the disclosure thereof in the Disclosure Schedule, or the Stockholder resulting fromany subsequent claim, constituting action, suit or proceeding arising out of or relating to a breach of (A) such pending matters, (B) any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this Agreement; (c) all liabilities of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events event occurring on or prior to the Closing Date, or (C) resulting from the Company's conduct of the Company's Business; (eiii) any Liability to the extent arising out of or relating to the Company Retained Assets; (iv) any Liability (whether direct or as a result of transferee liability, joint and several liability, or contractual liability) of the Company for Taxes (including all liabilities of each Seller arising in connection with its operations income Taxes incurred on, after, or before the Closing Date) that are unrelated to the Business Company Purchased Assets, the Company's Business, or the Transferred Employees (whether accrued or payable on, after, or before the Closing Date and all liabilities whether or not reserved for on the Closing Balance Sheet) and any liability (whether direct or as a result of transferee liability, joint and several liability, or contractual liability) for Taxes (other than Assumed Taxes) for periods (or portions thereof) ending on the Closing Date that are related to the Company Purchased Assets, the Company's Business, or the Transferred Employees (whether accrued or payable on, after, or before the Closing Date and whether or not reserved for on the Closing Balance Sheet); (v) any Liability arising from claims, proceedings or causes of action resulting from property damage (including cargo claims) or personal injuries (including death) caused by services rendered by the Company prior to Closing, notwithstanding the disclosure thereof in the Disclosure Schedule; (vi) any Liability arising from guarantees, warranty claims or other Contract terms with respect to services rendered by the Company prior to Closing; (vii) any accrued insurance charges or insurance claims, retroactive insurance rate adjustments or insurance premiums payable for pre-Closing periods; and (viii) any amounts payable to the Partnership or the LLC, any other Affiliate of any Seller (including any liability pursuant Stockholder, Partner or Member) or any Retained Entity. (b) Hub City shall not assume or pay any, and the Partnership shall continue to be responsible for each, Liability of the Partnership whether or not relating to the Partnership's Business, not expressly assumed by Hub City in Section 2.6(b) (collectively, the "Partnership Retained Liabilities"). Specifically, without limiting the foregoing, the Partnership Retained Liabilities shall include the following: (i) any Indebtedness or bank over-draft of the Partnership; (ii) any legal or administrative action, including Environmental Claims, as of the Closing Date, notwithstanding the disclosure thereof in the Disclosure Schedule, or any subsequent claim, litigation action, suit or proceedingproceeding arising out of or relating to (A) in connection with the operation of the Business such pending matters, (B) any other event occurring on or prior to the Closing except Date, or (C) resulting from the Partnership's conduct of the Partnership's Business; (iii) any Liability to the extent arising out of or relating to the Partnership Retained Assets; (iv) any Liability (whether direct or as otherwise specifically provided herein a result of transferee liability, joint and several liability, or contractual liability) of the Partnership for Taxes (including all income Taxes incurred on, after, or before the Closing Date) that are unrelated to the Partnership Purchased Assets, the Partnership's Business, or the Transferred Employees (whether accrued or payable on, after, or before the Closing Date and whether or not reserved for on the Closing Balance Sheet) and any liability (whether direct or as a result of such Seller based transferee liability, joint and several liability, or contractual liability) for Taxes (other than Assumed Taxes) for periods (or portions thereof) ending on its tortuous the Closing Date that are related to the Partnership Purchased Assets, the Partnership's Business, or illegal conductthe Transferred Employees (whether accrued or payable on, after, or before the Closing Date and whether or not reserved for on the Closing Balance Sheet); (fv) any liability Liability arising from claims, proceedings or obligation incurred causes of action resulting from property damage (including cargo claims) or personal injuries (including death) caused by each Seller services rendered by the Partnership prior to Closing, notwithstanding the disclosure thereof in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expensesDisclosure Schedule; (gvi) all liabilities incurred any Liability arising from guarantees, warranty claims or other Contract terms with respect to services rendered by each Seller after the Closing DatePartnership prior to Closing; (hvii) all liabilities any accrued insurance charges or obligations associated with a Seller's employeesinsurance claims, including but not limited to any liability retroactive insurance rate adjustments or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employeesinsurance premiums payable for pre-Closing periods; and (viii) any amounts payable to the Company or the LLC, any other Affiliate of any Seller (including any Stockholder, Partner or Member) (provided, that Hub City shall assume those accounts payable to the Retained Entities to the extent such payables are included in the Final Closing Balance Sheet as Current Liabilities). (c) Comtrak shall not assume or pay any, and the LLC shall continue to be responsible for each, Liability of the LLC whether or not relating to the LLC's Business, not expressly assumed by Comtrak in Section 2.6(c) (collectively, the "LLC Retained Liabilities"). Specifically, without limiting the foregoing, the LLC Retained Liabilities shall include the following: (i) all liabilities and obligations any Indebtedness or bank over-draft of the LLC; (ii) any legal or administrative action pending, including Environmental Claims, as of the Closing Date, notwithstanding the disclosure thereof in the Disclosure Schedule, or any subsequent claim, action, suit or proceeding arising out of, resulting from, of or relating to (A) such pending matters, (B) any employee benefit plan, programother event occurring on or prior to the Closing Date, or arrangement maintained (C) resulting from the LLC's conduct of the LLC's Business; (iii) any Liability to the extent arising out of or contributed relating to by each Sellerthe LLC Retained Assets; (iv) any Liability (whether direct or as a result of transferee liability, joint and several liability, or any entity which is or has been aggregated with such Seller for purposes of section 414 contractual liability) of the Code LLC for Taxes (including all income Taxes incurred on, after, or section 4001 before the Closing Date) that are unrelated to the LLC Purchased Assets, the LLC's Business, or the Transferred Employees (whether accrued or payable on, after, or before the Closing Date and whether or not reserved for on the Closing Balance Sheet) and any liability (whether direct or as a result of ERISAtransferee liability, joint and several liability, or contractual liability) for Taxes (other than Assumed Taxes) for periods (or portions thereof) ending on the Closing Date that are related to the LLC Purchased Assets, the LLC's Business, or the Transferred Employees (whether accrued or payable on, after, or before the Closing Date and whether or not reserved for on the Closing Balance Sheet); (v) any Liability arising from claims, proceedings or causes of action resulting from property damage (including cargo claims) or personal injuries (including death) caused by services rendered by the LLC prior to Closing, notwithstanding the disclosure thereof in the Disclosure Schedule; (vi) any Liability arising from guarantees, warranty claims or other Contract terms with respect to services rendered by the LLC prior to Closing; (vii) any accrued insurance charges or insurance claims, retroactive insurance rate adjustments or insurance premiums payable for pre-Closing periods; and (viii) any amounts payable to the Partnership or the Company, any other Affiliate of any Seller (including any Stockholder, Partner or Member) or any Retained Entity.

Retained Liabilities. The liabilities Other than those Liabilities listed in Section 2.2(a) above, (x) Sellers shall retain, and obligations which shall be retained by each fully responsible for paying, performing and discharging when due all Liabilities of Sellers and the Sellers Division, and (y) Purchaser shall not assume or have any responsibility for any Liabilities (all such Liabilities, the "“Retained Liabilities"”) shall consist of all liabilities of such Seller other than Assumed Liabilities, including, without limitation, the following: (ai) all liabilities Liabilities of each Seller relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statements; (b) all liabilities Sellers arising out of each Seller or the Stockholder resulting from, constituting or relating to a breach of any of the representationsact, warrantiesomission, covenants event, circumstance or agreements of the such Seller condition occurring or the Stockholder under this Agreement; (c) all liabilities of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events occurring existing on or prior to the Closing Date, including any arising out of or relating to Sellers’ ownership or operation of the Business on or prior to the Closing; (eii) all liabilities Liabilities relating to or arising out of the Excluded Assets; (iii) all Liabilities for Taxes of each Seller and its Affiliates, including (A) Taxes for which any Seller is liable pursuant to Section 5.12, (B) Liabilities of each Seller for income, transfer, sales, use or other Taxes arising in connection with its operations unrelated to the Business and all liabilities consummation of the transactions contemplated hereby (including any liability pursuant to income Taxes arising because Sellers are transferring the Purchased Assets), and (C) Liabilities of each Seller for unpaid Taxes of any claimPerson under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, litigation local or proceedingforeign law), as a transferee or successor, by contract or otherwise; (iv) all Liabilities of Sellers in respect of (A) the employment, or termination of employment, of any Employee, (B) the engagement, or termination of engagement, of any consultant or independent contractor, (C) employee benefits, compensation or other arrangements of any Employee (including Liabilities under the Employee Plans listed on Section 3.13(a)(i) of the Sellers’ Disclosure Schedule), or (D) workers’ compensation claims of any Employee, in each case, arising or incurred in connection with the operation of the Business on or prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conductClosing; (fv) all Environmental Liabilities arising out of or relating to the ownership or operation of the Business on or prior to Closing; (vi) except to the extent set forth on Section 2.2(a) of the Sellers’ Disclosure Schedule all short- and long-term Indebtedness of Sellers, including any vehicle and equipment debt (whether loans or capital leases) set forth on Section 2.2(b) of the Sellers’ Disclosure Schedule and any Liabilities in respect of leases for vehicles, equipment or other personal property of Sellers; and (vii) any liability Liabilities of Sellers arising or obligation incurred by each Seller in connection with the negotiation, execution or preparation, investigation and performance of this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after the Closing Date; (h) all liabilities or obligations associated with a Seller's employeesexpenses of counsel, including but not limited to any liability or obligation under or with respect to any collective bargaining agreementaccountants, employment agreementconsultants, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; and (i) all liabilities advisers and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISAothers.

Retained Liabilities. The liabilities Notwithstanding anything in this Agreement to the contrary, Buyer shall not assume, and obligations which shall be retained by each deemed not to have assumed, any Liabilities of Seller or in connection with the Sellers Acquired Assets, except as provided in Section 2(c), and Seller shall be solely and exclusively liable with respect to, and shall pay, perform or discharge, and indemnify Buyer against any loss, liability, damage or expense arising from all Liabilities of Seller and the Acquired Assets to the extent such Liability would be considered a Retained Liability under this Section 2(d), whether disclosed or undisclosed, whether known or unknown, whether asserted or unasserted, other than the Assumed Liabilities (collectively, the "“Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities”), including, without limitation, the followingthose Liabilities set forth below: (ai) all liabilities of each Liabilities that Seller relating has expressly agreed to indebtedness retain, pay for borrowed money whether or be responsible for pursuant to this Agreement including, but not such liabilities are reflected on the Seller Financial Statementslimited to, all Funded Indebtedness (including all related fees and expenses and all accrued but unpaid interest); (bii) all liabilities Liabilities of each Seller arising out of the business of Seller on or prior to Closing, including, without limitation, all warranty, replacement, return and credit claims and obligations (net of any reserve therefor set forth in the Closing Date Balance Sheet), and all other claims, with respect to all Products and inventory held by Seller, or that has been shipped or that is in the process of being shipped as of the Closing Date, other than in connection with the Assumed Liabilities; (iii) all Liabilities of Seller under Environmental Health and Safety Requirements arising from activities occurring on or prior to the Closing Date, other than Assumed Liabilities; (iv) all Liabilities of Seller for Taxes attributable to any period (or portion thereof) ending on or prior to the Closing Date, including all Taxes arising out of Seller’s business or the Acquired Assets, including, without limitation, all ad valorem, real or personal or intangible property, sales, use, value-added, personal, social security or other Taxes which are not due or assessed until after the Closing Date but which are attributable to any period (or portion thereof) ending on or prior to the Closing Date; (v) all Liabilities of Seller to the current or former employees, directors, consultants or other personnel of Seller or the Stockholder resulting from, constituting or their family members relating to a breach or arising out of any period ending on or prior to the Closing Date (including, without limitation, all Liabilities under or with respect to all Seller Benefit Plans and Seller PEO Benefit Plans, and all Liabilities with respect to vacation, sick leave or compensation, bonuses, commissions and benefits (including, without limitation, the exception set forth in Section 2(c)(iv) above), except as otherwise specifically provided in the Transition Consulting Agreement) and all Liabilities to PEOs with respect to current or former Seller employees or other personnel relating to or arising out of any period ending on or prior to the representationsClosing Date, warrantiesand also including all severance and associated obligations of Seller with respect to its employees and other personnel arising out of any period ending on or prior to the Closing Date, covenants or agreements of except as set forth in Section 2(c) and in the such Seller or the Stockholder under this Transition Consulting Agreement; (cvi) all liabilities Liabilities of each Seller for Taxesarising out of or related to any Liens on any Acquired Asset arising on or prior to, including or otherwise directly related to any gain and income from time prior to (but through no action or inaction of Buyer), the sale of the Assets and Closing Date, other transactions contemplated hereinthan Assumed Liabilities; (dvii) all liabilities Liabilities for all environmentaldeath, ecologicalpersonal injury, health, safety, products liability (except as specifically referred to herein) damage or other claims pertaining injury to any persons or entities or any property damage relating to, resulting from or caused by, directly or indirectly, the use of or exposure to any Acquired Assets or Products (or any part or component thereof) designed, manufactured, distributed, marketed, serviced, packaged or sold, or with respect to any services performed, by Seller on or prior to the Business Closing Date (other than Assumed Liabilities), including, without limitation, any such Liabilities based on negligence, strict liability, design or manufacturing defect, conspiracy, failure to warn, or breach of express or implied warranties of merchantability or fitness for any purpose or use or allegations concerning any of the Purchased Assets which relate foregoing related to time periods any events or events activities occurring on or prior to the Closing Date; (eviii) all liabilities Liabilities arising from contracts other than Assumed Contracts; (ix) all Liabilities of each Seller or relating to, or arising in connection with its operations unrelated to with, the Business and all liabilities (including any liability pursuant to any claim, litigation Acquired Assets or proceeding) in connection with the operation of the Business Products or services performed by Seller arising from events or circumstances occurring on or prior to the Closing except as otherwise specifically provided herein and Date which constitute, may constitute, or are alleged to constitute a tort, breach of contract or violation of, or noncompliance with, any liability of such Seller based on its tortuous or illegal conduct; Laws (f) any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreementother than Assumed Liabilities), including, without limitation, all legalrelating to employment, accountingworkers’ compensation, brokers'occupational health and safety, finders' occupational disease, occupational injury, toxic tort or Environmental, Health and other professional fees and expensesSafety Requirements; (gx) any retrospective premiums, reinsurance payments, payments under reimbursement contracts or other adjustments under any insurance policy maintained for the benefit of Seller or its predecessors covering any Liability set forth in this Section 2(d); (xi) all liabilities incurred by each Liabilities of Seller after under any guaranties issued, granted or provided for activities, sales or services performed on or prior to the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employeesother than Assumed Liabilities; and (ixii) all liabilities and obligations other Liabilities to the extent relating to or arising out of, resulting from, of the operations or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each business of Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of other than the Code or section 4001 of ERISAAssumed Liabilities.

Retained Liabilities. The Notwithstanding any provision in this Agreement to the contrary, the Contributor will continue to be responsible for all liabilities and obligations which shall be retained by each of the Sellers Contributor that are not assumed by the Company Issuer pursuant to Section 7.1(a) as Assumed Liabilities (the "“Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities”), including, without limitationby way of example, the following: (ai) all any of the Contributor’s payables (or any other liabilities owing by the Contributor) to Kealine or Primoris or any of each their Affiliates regardless of the capacity in which such liability is owed; (ii) any Indebtedness of the Sellers including any guarantees made by a Seller relating to in respect of indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statementsincurred by any other Seller; (biii) any liabilities and obligations that are unrelated to any Business Asset or otherwise unrelated to the conduct of the Business; (iv) all liabilities and obligations of each Seller or the Stockholder resulting from, constituting Contributor arising out of or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this AgreementExcluded Business Asset; (cv) all any liabilities of each Seller for Taxes, including any gain and income from the sale obligations of the Assets and other Sellers or any of their Affiliates (which shall not include the Subsidiaries of the Contributor) arising from this Agreement, the Contribution Documents or the transactions contemplated hereinhereby and thereby; (dvi) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events occurring on or prior to the Closing Date; (e) all liabilities of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conduct; (f) any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers'environmental, finders' and brokerage, consulting or other professional advisory fees and expenses accrued by the Sellers and their Affiliates (which shall not include the Subsidiaries of the Contributor), regardless of the nature of such fees or expenses, in connection with this Agreement or the transactions contemplated hereby; (gvii) any and all liabilities Taxes for which the Sellers are or may be liable, any Transfer Taxes incurred in connection with the consummation of the transactions contemplated by each Seller after the Closing Date; (h) this Agreement and any and all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employeesContributor Taxes; and (iviii) all liabilities and any obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 Contributor under the Organizational Documents of ERISAthe Contributor.

Retained Liabilities. The liabilities and obligations which shall be retained by each of Except for the Sellers (the "Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, includingPurchaser shall not assume, without limitationand shall have no liability for, any Liabilities, Taxes or Contracts of Seller, it being understood that Purchaser is expressly disclaiming any express or implied assumption of any Liabilities other than the Assumed Liabilities. Notwithstanding Section 2.3 or any other provision contained herein, and regardless of whether any of the following may be disclosed to Purchaser or whether Purchaser may have actual knowledge of the same, Purchaser shall not assume, and Seller shall pay, perform, and discharge when due and remain exclusively liable for the following (collectively, the following:“Retained Liabilities”): (a) all liabilities of each Seller relating to indebtedness for borrowed money whether or any Liability that is not such liabilities are reflected on the Seller Financial Statementsan Assumed Liability; (b) all liabilities any Liability of each Seller with respect to the Excluded Assets, excluding any Liability that arises out of or relates to the Stockholder resulting fromuse or exercise of rights by Purchaser, constituting its Affiliates or relating to a breach their sublicensees of any of or under the representations, warranties, covenants or agreements of Licensed IP after the such Seller or the Stockholder under this AgreementClosing; (c) all liabilities any Liability of each Seller for Taxesunder, including or directly or indirectly relating to, any gain and income from Environmental Law or Environmental Permit, excluding any Liability arising out of or related to Purchaser’s use or occupation of any Real Property after the sale Closing Date that is unrelated to matters, facts or circumstances existing at, prior to or as a consequence of the Assets and other transactions contemplated hereinClosing; (d) any Liability of Seller for Taxes and any Taxes allocated to Seller pursuant to Section 5.18, but excluding any Taxes allocated to Purchaser pursuant to Section 2.8; (e) any Liability of Seller, its Affiliates or ERISA Affiliates under the Benefit Plans, other than Transferred Employee Liabilities and Liabilities that transfer to Purchaser by operation of law with respect to Transferred Employees; (f) any Liability of Seller for claims covered by Seller’s Insurance Policies arising out of any act or omission occurring or state of facts existing prior to the Closing, including workers’ compensation (including claims made in respect of any period during which Seller was a self-insurer), general liability, fire and property insurance policies, and any Liability of Seller for premiums which may (g) be due or are payable under any such insurance policy; (h) any Liability of Seller under any Contract of Seller other than the Assigned Contracts; (i) any Liability of Seller under any Assigned Contract that arises after the Closing and that (i) arises out of or relates to a breach by Seller of such Contract occurring prior to the Closing or (ii) is attributable to obligations required, by the terms thereof, to be observed, paid, performed or discharged, as the case may be, in each case by Seller at any time on or prior to the Closing; (j) other than as set forth in Section 2.3(f), any Liability (including severance payments, damages for wrongful dismissal and all liabilities related costs that become payable in connection with an employee’s termination of employment by Seller) incurred on or prior to the Closing which may be owed, or which has otherwise accrued (including all unused vacation time accrued), with respect to any employee or former employee of Seller or any of its Subsidiaries as of the Closing (or which relates to any period prior to Closing) under any policy of Seller or its Subsidiaries, as well as under any other employment, severance, retention or termination policy, Contract or Law in relation to any employee or former employee of Seller or any of its Subsidiaries or arising out of or relating to any employee or former employee grievance with respect to Seller or any of its Subsidiaries including all severance payments, damages for wrongful dismissal and all environmentalrelated costs in respect of the termination by Seller of the employment of any Business Employee who does not become a Transferred Employee; (k) any Liability of Seller to any stockholder or Affiliate of Seller, ecologicalincluding any Liability (i) relating to dividends, healthdistributions, safetyredemptions, products liability or Security Rights with respect to any security of Seller and (ii) to distribute to any of Seller’s stockholders or otherwise apply all or any part of the Purchase Price; (l) other than as set forth in Section 2.3(a) or Section 2.3(b), any Liability arising out of any Claims pending as of the Closing or arising out of any Claims commenced after the Closing and to the extent arising out of, or relating to, any occurrence or event happening prior to the Closing; (m) any Liability of Seller incurred in connection with the performance of this Agreement, any Transaction Document or any other document executed in connection with the Acquisition, including expenses or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement and the consummation of the Acquisition, except as otherwise specifically referred provided in this Agreement, the Transaction Documents or any other document or instrument executed in connection with the Acquisition; (n) any Liability for claims for injury, disability, death or workers’ compensation arising from or related to herein) or other claims pertaining employment in the Business which occurred prior to the Closing Date; and (o) any employment-related claims, penalties or assessments in respect of the Business arising out of matters, facts or the Purchased Assets circumstances which relate to time periods or events occurring occurred on or prior to the Closing Date; (e) all liabilities of , in each Seller arising case other than as set forth in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conduct; (f) any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; and (i) all liabilities and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISASection 2.3(f).

Retained Liabilities. The liabilities and obligations which Notwithstanding any other provision of this Agreement, except for the Assumed Liabilities, Buyer shall not assume, pay, honor, discharge or otherwise be retained by each responsible for, any Losses, injuries, damages, deficiencies, obligations, liabilities, liens or encumbrances of Seller directly or indirectly resulting from Seller’s ownership of the Sellers Assets or the condition thereof on the Closing Date, or from Seller’s operation of the Business prior to the Closing Date, whether or not reflected in the Records, whether actual or contingent, matured or unmatured, liquidated or unliquidated, or known or unknown, whether arising or accruing out of occurrences or omissions prior to, at or after the Closing Date (collectively, the "“Retained Liabilities"”), which Retained Liabilities shall include, without limitation: (a) shall consist any Liability arising out of all liabilities or relating to services or products of Seller to the extent designed (provided that such design has not been modified by Buyer after the Closing Date and such modification is the cause of such Liability), manufactured, provided or sold on or prior to the Closing Date, including any (i) invoice credits or client refunds due to a client from Seller; or (ii) penalties imposed on Seller or its clients, pertaining to periods prior to Closing; (b) all outstanding payables relating to the Business, not expressly assumed by Buyer, that arise out of or relate to events occurring on or prior to the Closing Date; (c) any Liability of Seller or Owners in respect of any Tax that accrues or relates to the time period preceding the Closing with respect to the Business (including, without limitation, (i) any Liability of Seller for the Taxes of any other than Assumed LiabilitiesPerson (A) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or foreign law); (B) as a transferee or successor, (C) by contract; or (D) otherwise; and (ii) any Liability of Seller or Owners for Taxes arising in connection with the consummation of the transactions contemplated by this Agreement); (d) any Liability under any Contract, agreement, lease or other document not expressly or specifically assumed by Buyer under this Agreement; (e) any Liability to or in respect of the employees or former employees of Seller arising out of such employees’ employment with Seller, including, without limitation, (i) any Liability under any employee plan at any time maintained, contributed to, or required to be contributed to by, or with respect to, Seller or under which Seller may incur Liability, or any contributions, benefits or Liabilities therefor, or any Liability with respect to Seller’s withdrawal or partial withdrawal from or termination of any employee plan, including, without limitation, any supplemental executive retirement employee plan; (ii) any Liability or obligation for the following:current funding obligations under any employee plan in existence, or arising out of the period, on or prior to the Closing Date; and (iii) any claim of an unfair labor practice, or any claim under any state unemployment compensation or worker’s compensation law or regulation or under any federal or state employment discrimination law or regulation or any other basis for similar claims, which shall have been asserted on or prior to the Closing Date or is based on acts or omissions which occurred on or prior to the Closing Date; (af) all liabilities of each Seller relating to indebtedness for borrowed money any Liability under any employment, severance, retention, incentive or bonus compensation, or termination agreement, whether or not such liabilities are reflected written, between Seller and any employee, consultant or agent of Seller that arises out of or relates to events occurring on or prior to the Seller Financial StatementsClosing Date; (bg) all liabilities any Liability arising out of each Seller or the Stockholder resulting from, constituting or relating to a breach any grievance of any employee, agent or contactor of Seller, whether or not the representationsaffected persons are hired by Buyer, warranties, covenants or agreements that arises out of the such Seller or the Stockholder under this Agreement; (c) all liabilities of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business or the Purchased Assets which relate to time periods facts or events occurring on or prior to the Closing Date; (eh) all liabilities any Liability of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation Affiliate of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conductSeller; (fi) any liability Liability of Seller to indemnify, reimburse or obligation incurred advance amounts to any officer, director, manager, employee, agent, contractor or other representative of Seller; (j) any Liability of Seller to distribute to any members or creditors of Seller or otherwise apply all or any part of the consideration received by each Seller in connection hereunder; (k) any Liability of Seller arising out of or resulting from Seller’s compliance or noncompliance with the negotiation, execution any Legal Requirement or performance court order of this Agreementany Governmental Entity; (l) any Liability of Seller to any licensor, including, without limitation, all legalany commissions and royalties accrued or owed to any licensor on or prior to the Closing Date, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after or based on acts or omissions that occurred on or prior to the Closing Date; (hm) all liabilities any Liability of Seller in connection with this Agreement or obligations associated any Ancillary Document; (n) any obligation of Seller or any of its Affiliates or members to pay any finder’s fee, brokerage fees or commission or similar payment in connection with a Seller's employees, including but not limited the transaction contemplated in this Agreement; (o) any Liabilities relating to any liability insurance policy of Seller; (p) any Liability of Seller based upon Seller’s acts or obligation under or omissions occurring prior to the Closing Date with respect to its operation of the Business, unless otherwise assumed herein; (q) any collective bargaining agreementlitigation related to the Business, employment agreement, unemployment or workers' compensation lawswhether currently ongoing, or any liability brought after Closing related to acts, events or obligation arising from circumstances occurring prior to the decision of Buyer not to offer employment to any such employeesClosing, unless otherwise assumed herein; and (ir) all liabilities and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to other Liability of Seller not expressly assumed by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISABuyer.

Retained Liabilities. The liabilities Notwithstanding any provision in this Agreement to the contrary, each Seller shall (and obligations which Members shall take all applicable steps to cause the applicable Seller to) retain and be retained by each of the Sellers (the "Retained Liabilities") shall consist of responsible for all liabilities Liabilities of such Seller or any of their respective Affiliates, other than the Assumed Liabilities (the “Retained Liabilities”), including, without limitation, including the following:following (whether or not subsumed within the foregoing): (a) all liabilities Liabilities of each either Seller relating to indebtedness for borrowed money whether arising or not such liabilities are reflected on incurred in connection with the Seller Financial Statementsnegotiation, preparation, investigation and performance of this Agreement, the Ancillary Agreements, and the transactions contemplated hereby and thereby, including fees and expenses of counsel, accountants, consultants and advisors; (b) all liabilities Liabilities of each either Seller and its Affiliates with respect to the Excluded Assets or the Stockholder resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this AgreementExcluded Contracts; (c) all liabilities Liabilities of each either Seller for Taxesand its Affiliates to the extent arising out of, including any gain and income from the sale relating to or otherwise in respect of the ownership or use of the Purchased Products and Related Assets and other transactions contemplated hereinor the operation or the conduct of the Business prior to the close of business on the Closing Date; (d) all liabilities for all environmentalLiabilities based on tortious or illegal conduct, ecologicalregardless of when made or asserted, healthwhich arise out of, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events occurring are otherwise in respect of any express or implied representation, warranty, agreement or guarantee made by either Seller, or alleged to have been made by either Seller, or which are imposed or asserted to be imposed by operation of any Law, in connection with any service performed or product sold by or on behalf of either Seller, or prior to the Closing Dateany Proceeding seeking recovery for consequential or special damages, lost revenue or income or any other form of damages; (e) all liabilities Liabilities of each either Seller arising out of (or in connection with its operations unrelated with) the employment by either Seller or other provision of services to either Seller or the Business and all liabilities termination of such employment or services of any Person by either Seller at any time (including any liability pursuant such Liabilities of any Affiliate), including all Liabilities related to any claimEmployee Benefit Plans, litigation programs, agreements and arrangements sponsored or proceeding) in connection with the operation maintained by either Seller or any of the Business prior to the Closing except as otherwise specifically provided herein their Affiliates or ERISA Affiliates and any liability of such Seller based on its tortuous wages or illegal conductcommissions, severance (including statutory severance and benefits related to any acquired rights or similar protections under applicable Law), accrued payroll, paid-time-off, accrued vacation, workers’ compensation, retention benefits, termination benefits, change in control benefits, other benefits, and any other bonus or incentives, and all Liabilities with respect to COBRA or applicable state continuation coverage Laws; (f) subject to Section 12.6(a), which exclusively governs all Tax Liability with respect to Transfer Taxes, (i) all Liabilities for Taxes of either Seller or any liability of such Seller’s Affiliates, including Taxes (or obligation incurred the non-payment thereof) (A) relating to the Purchased Products and Related Assets or otherwise Related to the Business for all Pre-Closing Tax Periods, allocated in accordance with Section 12.6(b), (B) arising under any bulk transfer Law (or noncompliance therewith) or (C) that are otherwise incident to or arise as a consequence of the consummation by each Seller in connection with the negotiation, execution or performance Sellers and/or Members of this AgreementAgreement and the transactions contemplated hereby, and (ii) all Taxes (or the nonpayment thereof) of either Seller and Members for all Tax periods, including, without limitationbut not limited to, (x) all legalTaxes of any member of an affiliated, accountingconsolidated, brokers'combined, finders' or unitary group of which any of Sellers or Members (or any predecessor of any of the foregoing) is or was a member on a day prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local or foreign Laws, (y) any and all Taxes of any Person (other professional fees than the Sellers or Members) imposed on any Seller or Member as a transferee or successor, by Contract or pursuant to any Law, and expenses(z) payments under any Tax allocation, sharing or similar agreement (whether oral or written), other than any such agreement entered into in the ordinary course of business, the primary purpose of which is not Taxes (all such taxes in this Section 1.5(f) shall be referred to as “Excluded Taxes”); (g) all liabilities Liabilities under the Assumed Contracts that are not Accrued Expenses or Trade Payables included in the Closing Statement of Specified Assets and Liabilities and that arise out of, relate to or are otherwise in respect of Liabilities incurred by each Seller after prior to the close of business on the Closing Date, or any event, state of facts, occurrence, non-occurrence, circumstance, development or change that arose or existed, prior to the close of business on the Closing Date; (h) all liabilities Liabilities relating to the cessation of benefits for each Hired Employee under each Employee Benefit Plan, the termination of participation in each Employee Benefit Plan and the distribution of all benefits accrued or payable thereunder to such Hired Employees and the satisfaction of all obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; andthereunder as contemplated by Section 7.9(c); (i) all liabilities Liabilities of any Seller to any Member or any of their respective Affiliates; (j) all Liabilities to indemnify, reimburse or advance amounts to any officer, director, manager, employee or any other agent of any Seller; (k) all Liabilities relating to the failure to comply with any Environmental Law, including the failure to have all Environmental Permits required for the operations of either Seller and obligations the conduct of the Business; (l) all Liabilities for any distribution to any current or former, direct or indirect, equity holder of a Seller, including Members, to be made (or to have been made) prior to, at or following the Closing, including in respect of (i) any part of the consideration received or to be received hereunder, (ii) any Tax distributions, (iii) any misallocations with respect to the foregoing, (iv) operating profits or (v) any matter or proceeds, whether or not related to the foregoing; (m) all Liabilities arising out of or resulting from any Seller’s, Member’s or their respective Affiliate’s, compliance or non-compliance with any Law or Governmental Order; (n) subject to Section 12.6(a), which exclusively governs all Tax Liability with respect to Transfer Taxes, all Liabilities of any Seller, that either (i) are existing on the Closing Date (other than the Assumed Liabilities) or (ii) arise out of, or result from or relate to, any transaction entered into prior to or at the Closing Date which are imposed on either Purchaser or any of their respective Affiliates as a result of or in connection with the transactions contemplated hereby; (o) all Liabilities with respect to any errors, omissions or misallocations of any amounts set forth in the Payout Spreadsheet, or claims that amounts were not distributed by Agent in accordance with the Payout Spreadsheet; (p) all Liabilities arising out of, resulting from, or relating to or otherwise in respect of claims by any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, customer of either Seller or any entity which is of their Affiliates (whether by Contract or has been aggregated with otherwise) based on any failure of a Seller or any of their Affiliates to supply such Seller customer any goods or services, provided, that for purposes of section 414 this Section 1.5(p), the term “Affiliates” shall only include Affiliates of Sellers prior to the Closing Date; (q) all Intracompany Payables; (r) all Liabilities for Transaction Expenses; (s) all obligations to make gross contribution payments that accrue prior to the Closing pursuant to the Second Amended and Restated Supply and Distribution Agreement, dated as of March 7, 2016, by and between Supplier and Seller I, as amended (the “Prior Supply Agreement”), except for invoices currently outstanding as of the Code Closing Date which are included as Trade Payables in the Closing Statement of Specified Assets and Liabilities; (t) all Liabilities relating to Products that are returned following the Closing that were sold prior to the Closing and had an expiration date that falls within the twelve (12) month period immediately following the sale thereof, subject to the terms of, and as set forth in, the Administration Services Agreement; and (u) all Special Claims (as defined in the Administration Services Agreement). To the extent that (i) any Retained Liability applies solely to a pre-Closing Period, and (ii) the allocation of such Liability between a pre-Closing Period and post-Closing Period is not readily subject to pro-rating by measure of days or section 4001 other identifiable characteristic, Purchasers and Agent shall reasonably determine the allocation in good faith; provided, however, for the avoidance of ERISAdoubt, Liability for Excluded Taxes or any Tax Indemnity shall not be limited by the foregoing. For example, any penalties, interest, additions to Tax or similar items attributable to a failure to timely make Tax payments (that are Excluded Taxes), including estimated Tax payments (that are Excluded Taxes), prior to the Closing, in each case, shall be treated as attributable to a taxable period ending on or prior to the Closing Date. For the avoidance of doubt, this paragraph shall have no impact on Sellers’ obligations under Section 9.1(a), except Section 9.1(a)(iii).

Retained Liabilities. The liabilities Notwithstanding anything in this Agreement to the contrary, Purchaser shall not assume, and obligations which shall be retained by each deemed not to have assumed, any Liabilities of Seller or the Sellers (Business, except as specifically provided in Section 2.3(a). All other liabilities, known or unknown, contingent or otherwise shall remain the "obligations of Seller. Retained Liabilities") Liabilities shall consist of include all liabilities of such Seller other than Assumed Liabilities, including but not limited to: (a) any and all liabilities incurred or assumed prior to the Closing Date relating to current or former employees of Seller or any Plan, including any accrued benefits of the current or former employees of Seller payable on or after the Closing Date except in each case as specifically provided in Schedule 2.3(a); (b) any and all liabilities or potential liabilities in respect of pending or threatened litigation brought or to be brought in respect of events, circumstances or facts occurring prior to the Closing, including any indemnification claims relating to this Agreement or the Transactions, including, without limitation, the following: (a) all liabilities of each Seller relating to indebtedness for borrowed money whether or not such liabilities are reflected litigation identified on the Seller Financial Statements; (b) all liabilities of each Seller or the Stockholder resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this AgreementSchedule 4.21; (c) all liabilities of each Seller for Taxes, including any gain and income from the sale of Taxes attributable to the Assets and other transactions contemplated herein;or the operations or the income of Seller or any Seller Group for any Pre-Closing Tax Period; and (d) Any and all liabilities for all environmentalclaims (including product liability claims), ecologicalcounterclaims, healthoffsets, safety, defenses or causes of action relating to products liability (except as specifically referred to herein) or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events occurring manufactured by Seller on or prior before the Closing Date and shipped to customers on or before the Closing Date; (e) all liabilities of each . As between Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claimPurchaser, litigation or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein it is understood that Seller shall be solely and any liability of such Seller based on its tortuous or illegal conduct; (f) any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or exclusively liable with respect to any collective bargaining agreementall Liabilities of Seller and the Business, employment agreementwhether disclosed or undisclosed, unemployment whether known or workers' compensation lawsunknown, whether fixed or any liability or obligation arising from contingent, other than the decision of Buyer not to offer employment to any such employees; and Assumed Liabilities (i) all liabilities and obligations arising out ofcollectively, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISA"Retained Liabilities").

Retained Liabilities. The liabilities Notwithstanding anything contained herein to the contrary, it is expressly understood and obligations which agreed that, except for the Assumed Liabilities, the Buyer shall not and does not assume, agree to pay, perform or discharge, nor shall it be retained by each liable for, any of the Sellers following liabilities, debts, obligations, claims against or Contracts of the Seller or the Business (collectively, the "Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, including, without limitation, the following:): (a) all subject to Section 1.9 hereof, liabilities of each Seller relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statementsfor Taxes with respect to the Business for taxable periods, or portions thereof, ending on or before the Closing Date; (b) all any liabilities against which Seller has agreed to indemnify Buyer pursuant to the terms of each Seller or this Agreement but only to the Stockholder resulting from, constituting or relating extent of such obligation to a breach of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this Agreementindemnify; (c) all except as set forth in Section 5.3 hereof, liabilities and obligations arising under any "employee benefit plan" (within the meaning of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated hereinERISA section 3(3)); (d) all liabilities for all environmentalany liability, ecological, health, safety, products liability (except as specifically referred to herein) debt or other claims pertaining obligation relating to the Business Excluded Assets; (e) any liabilities or obligations under any Environmental Law with respect to Environmental Conditions existing at, or migrating from, the Purchased Assets which relate to time periods or events occurring ▇▇▇▇▇▇ Facility on or prior to the Closing DateDate (the "▇▇▇▇▇▇ Environmental Conditions "); (ef) all liabilities any liability, debt or obligation arising out of each the injury to or death of any individual or damage to or destruction of any property, whether based on negligence, breach of warranty, strict liability or any other legal or equitable theory arising from defects in products manufactured or sold by or on behalf of the Seller arising in connection with its operations unrelated prior to the Business and all Closing; (g) any liabilities relating to (including any liability pursuant i) worker compensation claims or (ii) other employment related claims for personal injury; in each case to any claim, litigation or proceeding) in connection with the operation extent relating solely to the conduct of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conduct; (f) any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after the Closing Date;Closing; and (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; and (iset forth on Schedule 1.4(h) all liabilities and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISASeller Disclosure Schedules.

Retained Liabilities. The liabilities and obligations which Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall not assume or be retained by each liable for any of the Sellers following liabilities or obligations of Seller (the "Retained Liabilities") and none of the following liabilities or obligations shall consist be Assumed Liabilities for purposes of all this Agreement (and Seller agrees to retain, remain liable for and to fully and timely discharge, and to hold Purchaser harmless from, such Retained Liabilities): (a) any of Seller's liabilities or obligations under this Agreement; (b) any of such Seller other than Assumed LiabilitiesSeller's liabilities or obligations for indebtedness for borrowed money, indebtedness secured by liens on its assets or guarantees of any of the foregoing; (c) any of Seller's obligations or liabilities which relate to or arise out of any of the Benefit Plans (as defined in Section 3.17(a) below), including, without limitation, the following: liabilities under Section 4980B or Part 6 of Title I of ERISA (aas defined in Section 3.17(a)) all liabilities of each Seller relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statements; in connection with any "qualifying event" (bas defined in Section 4980B(f)(3) all liabilities of each Seller or the Stockholder resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements Internal Revenue Code of 1986 as amended (the such Seller or the Stockholder under this Agreement; (c"Code") all liabilities of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events occurring occurs on or prior to the Closing Date; (d) any of Seller's liabilities or obligations with respect to any amount of Taxes (as defined in Section 3.12 below), including interest, penalties and additions to such Taxes (collectively, the "Retained Tax Liabilities"); (e) all any of Seller's liabilities of each or obligations to Seller's present or former employees or anyone employed by Seller arising in connection with its operations unrelated prior to, on or subsequent to the Business Closing Date, or any labor organization representing it, and all liabilities (including any liability pursuant which are attributable either to any claim, litigation events on or proceeding) in connection with the operation of the Business prior to the Closing Date or to any acts or omissions of Seller prior to, on or after the Closing Date, except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conductset forth in Section 1.3(c); (f) any liability of Seller's liabilities or obligation incurred obligations relating to claims for breach of warranty, personal injury, damage to property or other loss based upon or arising out of the sale and distribution of products or the provision of services by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expensesprior to Closing; (g) all liabilities incurred by each Seller after the Closing Date; (h) all liabilities or obligations associated with a any of Seller's employeesobligations to indemnify any Person (as defined in this Section 1.4(g)) (including Seller's stockholders) by reason of the fact that such Person was a director, including but not limited officer, employee, or agent of Seller or was serving at the request of any such entity as a partner, trustee, director, officer, employee, or agent of another entity (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and whether such indemnification is pursuant to any liability or obligation under or with respect to any collective bargaining statute, charter document, bylaw, agreement, employment agreementor otherwise). The term "Person" means an individual, unemployment or workers' compensation lawsa partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity (or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; and (i) all liabilities and obligations arising out ofdepartment, resulting fromagency, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISA.political subdivision thereof);

Retained Liabilities. The Except as expressly provided in Section 2.3, the Buyer will not assume any liabilities, commitments or obligations (known or unknown, contingent or absolute and whether or not determinable as of the Closing) of the Sellers except for the Assumed Liabilities as specifically and expressly provided for above, whether such liabilities or obligations relate to payment, performance or otherwise, and all liabilities, commitments or obligations which shall be (known or unknown, contingent or absolute and whether or not determinable as of the Closing) not expressly transferred to Buyer hereunder as Assumed Liabilities are being retained by each of the Sellers (the "“Retained Liabilities") ”), who shall consist remain liable therefor unconditionally and without right of set-off. The Sellers hereby irrevocably and unconditionally waive and release the Buyer from all liabilities of such Seller other than Assumed Retained Liabilities, includingincluding any Retained Liabilities created by statute or common law. Without limiting the foregoing, without limitationexcept as expressly provided in Section 2.3, all of the followingfollowing shall be considered Retained Liabilities and not Assumed Liabilities for the purposes of this Agreement: (a) any and all liabilities and obligations of each Seller relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statements; (b) all liabilities Sellers arising out of each Seller or the Stockholder resulting from, constituting or relating to a breach the conduct of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this Agreement; (c) all liabilities of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business or the ownership of the Purchased Assets which relate to time periods or events occurring on or prior to the Closing Date; (e) , including any and all liabilities of each Seller arising claims, demands, actions, suits or legal proceedings that are pending or have been or are asserted or threatened prior to or after the Closing Date against the Sellers, the Business or the Purchased Assets, or that may be asserted, or that have arisen or arise in any way from or in connection with its operations unrelated to (i) the Business and all liabilities (including any liability pursuant to any claim, litigation conduct or proceeding) in connection with the operation of the Business or the ownership of the Purchased Assets on or prior to the Closing except as otherwise specifically provided herein and Date, or (ii) any liability other business or activities of such Seller based on its tortuous the Sellers conducted prior to or illegal conductafter the Closing Date; (fb) any liability liabilities or obligation incurred by each Seller obligations in connection with respect of Excluded Assets; (c) any obligations of the Sellers for expenses, Taxes or fees incident to or arising out of the negotiation, execution preparation, approval or performance authorization of this AgreementAgreement or the consummation of the transactions contemplated hereby, including, without limitation, all legal, accounting, brokers', finders' attorneys’ and other professional accountants’ fees and expensesall brokers’ or finders’ fees or commissions payable by the Sellers; (d) any obligation of the Sellers under or arising out of this Agreement; (e) liabilities to the extent that the Sellers are insured or otherwise indemnified or which would have been covered by insurance (or indemnification) but for a claim by the insurer (or the indemnitor) that the insured (or the indemnitees) had breached its obligations under the policy of insurance (or the contract of indemnity) or had committed fraud in the insurance application; (f) any liabilities or obligations, the existence of which constitute a breach of the representations, warranties or covenants of the Sellers contained in this Agreement; (g) all any obligations or liabilities incurred by each Seller after of the Closing DateSellers to indemnify its officers, directors, employees or agents; (h) all federal, state, local, foreign and other Taxes imposed on the Sellers, including (i) any Tax that has been or may be incurred as a result of the Sellers’ operation of the Business or ownership of the Purchased Assets whether or not assessed or determined on, before or after the Closing Date, (ii) any Tax unrelated to the Sellers’ operation of the Business or ownership of the Purchased Assets, (iii) any Taxes imposed as a result of the consummation of the transactions contemplated by this Agreement, and (iv) any liability for Taxes pursuant to a Tax sharing agreement or Tax indemnity, or as a transferee or successor, by contract or otherwise; (i) any product warranty, product liability, service warranty or service liability of any nature in respect of products of the Business manufactured or sold or services provided prior to Closing; (j) any liabilities or obligations associated of the Sellers arising out of any capital leases; (k) any liabilities or obligations of the Sellers, contingent or otherwise, for any indebtedness of Sellers; (l) any liability or obligation with a Seller's employeesrespect to employment, including termination of employment, compensation or employee benefits of any nature (including, but not limited to, the benefits provided under the Benefit Plans) owed to any employee or former employee of Sellers or its affiliates (or the beneficiary of any employee or former employee) whether or not the affected employee or former employee becomes a Business Employee, that arise out of or relates to employment or the employment relationship between the Sellers or its affiliates and such employee or former employee or the termination of such relationship; (m) any Environmental Liabilities; (n) any liability or obligation of the Business to the Sellers or any of its affiliates; and (o) notwithstanding the provisions of any consent to assignment of an Assumed Contract, any liability or obligation under any Assumed Contract to the extent such liability or with respect obligation relates to any collective bargaining agreementperiod prior to or on the Closing Date, employment agreement, unemployment or workers' compensation laws, or including any liability or obligation arising from the decision for any breach of Buyer not to offer employment or default under any Assumed Contract which liability or obligation relates to any such employees; and (i) all liabilities and obligations arising out of, resulting from, breach or relating default occurring prior to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of on the Code or section 4001 of ERISAClosing Date.

Retained Liabilities. The liabilities Anything contained herein to the contrary -------------------- notwithstanding, neither Buyer nor any Affiliate of Buyer will assume or undertake to pay, perform or discharge and obligations none thereof will be liable for, and Seller or Primestar, as the case may be, will remain liable for and pay, perform and discharge when due, all Liabilities which shall be retained by each are not Assumed Liabilities. For the purposes of clarity, and without limiting the generality of the Sellers foregoing, Retained Liabilities (as defined below) include all Liabilities of Seller and Primestar arising under the Transferred Assets that accrued, occurred or existed on or prior to the Initial Closing Date, in the case of the Ground Satellite Assets (whether asserted prior to, on or after the Initial Closing Date, and on or prior to the Subsequent Closing Date, in the case of the In-Orbit Satellite Assets (whether asserted prior to, on or after the applicable Closing Date) (collectively, the "Retained Liabilities") shall consist of all liabilities of such Seller other than the Assumed Liabilities, including, without limitation, including the followingfollowing Liabilities: (ai) all liabilities of each Seller Liabilities based upon, arising out of, relating to indebtedness for borrowed money whether or not otherwise in connection with the Tempo Agreement other than Liabilities under such liabilities are reflected on agreement directly attributable to the Seller Financial StatementsOption or the Assumed Liabilities; (bii) all liabilities of each Seller or the Stockholder resulting fromLiabilities based upon, constituting or arising out of, relating to a breach of or otherwise in connection with any actual or threatened or future Action with respect to any events, actions, occurrences, omissions, circumstances or conditions occurring or existing on or prior to the Initial Closing Date, in the case of the representationsGround Satellite Assets, warrantiesand on or prior to the Subsequent Closing Date, covenants or agreements in the case of the such Seller In-Orbit Satellite Assets, related to the Transferred Assets, other than Actions based on Buyer's failure to pay, perform or the Stockholder under this Agreementdischarge any Assumed Liabilities; (ciii) all liabilities Liabilities based upon, arising out of, relating to or otherwise in connection with any (A) tort, breach or violation of or non- compliance with any Contract or Lease pursuant to which Seller or its Affiliates is a party or to which their assets may be subject, or (B) infringement, violation of Law or regulatory noncompliance (whether civil or criminal), in each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events case occurring on or prior to the Initial Closing Date, in the case of the Ground Satellite Assets, and on or prior to the Subsequent Closing Date, in the case of the In-Orbit Satellite Assets (except for any such non-compliance relating to the failure of Seller to pay any Assumed Liability); (eiv) all liabilities Environmental Liabilities based upon, arising out of, relating to or otherwise in connection with events, actions, occurrences, omissions, circumstances or conditions related to the Transferred Assets occurring or existing on or prior to the Initial Closing Date, in the case of each the Ground Satellite Assets, and on or prior to the Subsequent Closing Date, in the case of the In-Orbit Satellite Assets; (v) all Liabilities in respect of current or former employees of Seller or any of its Subsidiaries or Affiliates based upon, arising out of, relating to or otherwise in connection with employment by Seller or any of its Subsidiaries or Affiliates at any time prior to, on or after the Subsequent Closing Date, whether pursuant to benefit plans or otherwise; (vi) all Liabilities for or relating to indebtedness for borrowed money, other than the Reimbursement Obligation; (vii) all Liabilities for or relating to the guarantee of any indebtedness or obligation of any Person; (viii) all Liabilities related to any Former Businesses; (ix) all Liabilities for Transfer Taxes, income, sales, use and other Taxes arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation consummation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conducttransactions contemplated hereby; (fx) all Liabilities for any liability Taxes of Seller or obligation incurred by each Seller Primestar, and all Liabilities for Taxes that relate to the Transferred Assets or the Assumed Liabilities for periods (or portions thereof) up to and including the Initial Closing Date, in connection with the negotiationcase of the Ground Satellite Assets, execution or performance and up to and including the Subsequent Closing Date, in the case of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expensesthe In-Orbit Satellite Assets; (gxi) all liabilities incurred by each Seller after Liabilities under the Closing DateLoral Contract, if any, that do not relate to the Transferred Assets; (hxii) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, Liabilities for which Seller or any liability or obligation arising from the decision of Buyer not its Affiliates are made responsible pursuant to offer employment to any such employeesthis Agreement; and (ixiii) all liabilities and obligations arising out of, resulting from, or Liabilities relating to any employee benefit plantracking, program, or arrangement maintained or contributed telemetry and control with respect to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISAGround Satellite and the In-Orbit Satellite.

Retained Liabilities. The liabilities and obligations which Subject to Section 2.3 of this Agreement, the Buyer shall be retained not, by each virtue of their acquisition of the Purchased Assets or otherwise, assume or become responsible for any Liabilities of the Sellers or any Affiliate of the Sellers, or any of the Businesses, of any kind and nature that are not expressly included within the definition of Assumed Liabilities (collectively, the "“Retained Liabilities") shall consist ”), including but not limited to the following (but subject to Section 2.3 of all liabilities of such Seller other than Assumed Liabilities, including, without limitation, the following:this Agreement): (a) all liabilities of each Seller relating Liabilities for accounts payable, or trade indebtedness, indebtedness to indebtedness for borrowed money whether banks and other financial institutions (including the Wachovia Loan), or not such liabilities are reflected on the Seller Financial Statementsto shareholders, members or Affiliates; (b) all liabilities of each Seller or the Stockholder resulting from, constituting or relating to a breach Liabilities in respect of any employee for any wages, salary, vacation pay, sick leave pay or pay for time not worked, back pay, severance or termination pay or other compensation, Taxes or arising in connection with or related to any Employee Benefit Plan, if any, including, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). The Sellers shall be responsible for providing notices and continuation coverage as required by COBRA to all employees and other individuals who provide services to the representationsSellers in connection with the Businesses, warrantiestheir eligible dependents and all other qualified beneficiaries, covenants who have or agreements of had a COBRA qualifying event prior to the such Seller Closing Date or in connection with the Stockholder under transactions contemplated by this Agreement; (c) all liabilities of each Seller for Liabilities relating to Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business extent arising from or the Purchased Assets relating to any actions or conditions which relate to time periods first occur or events occurring exist on or prior after the Closing Date with respect to the Closing DateBuyer’s operation of the Branches, all Liabilities of the Sellers relating to any condition with respect to contamination of air, soil, surface or ground waters, and all other environmental media at any real property ever owned, leased or operated by any of the Sellers, including any of the Branches; (e) all liabilities of each Seller Liabilities relating to personal injury or property damage arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein Date or relating to goods and any liability of such Seller based on its tortuous services sold prior to the Closing Date and alleged by third parties to be defective, including but not limited to all tort claims and claims seeking special or illegal conductconsequential damages attributable to allegedly defective goods, materials or services supplied by the Sellers; (f) Liabilities relating to any liability of the matters identified on either of Schedule 5.14 or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expensesSchedule 5.15; (g) all liabilities incurred Liabilities and executory obligations resulting from, arising out of, relating to, or caused by each Seller after any breach of any Assumed Contract or Unexpired Lease occurring before the Closing Date; (h) all liabilities Liabilities and executory obligations resulting from, arising out of, relating to, or caused by any breach of warranty, infringement or violation of applicable Requirement of Law occurring before the Closing Date; (i) Liabilities and executory obligations associated with resulting from, arising out of, relating to, or caused by any event or condition occurring or existing on or before the Closing Date which through the passage of time or the giving of notice or both would constitute a Seller's employeesbreach or default by the Sellers under any Assumed Contract or Unexpired Lease; (j) any other Liabilities of the Sellers or Liabilities arising out of the operations of the Businesses or the Purchased Assets before the Closing Date by the Sellers, including but not limited for any civil or criminal damages or penalties (including punitive and exemplary damages allowed by law and interest), imposed on or sought to any liability be imposed on the Sellers or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, the Buyer or any liability of the officers, directors, members or obligation arising from stockholders of the decision Buyer, on account of Buyer not to offer employment to any such employeestortious, fraudulent, criminal or other act of the Sellers or any of their respective officers, directors, members or stockholders; and (ik) all liabilities All common area maintenance and obligations arising out ofother adjustments under the Assumed Leases for the period prior to the Closing Date. Without limitation to the foregoing, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 the intent and objective of the Code Sellers and the Buyer are that, except for the Assumed Liabilities, the Buyer shall not assume, and no transferee or section 4001 successor liability of ERISAany kind and nature shall attach to the Buyer pertaining to, any of the Retained Liabilities, if any, all of which Retained Liabilities shall be the sole responsibility of and paid by the Sellers.

Retained Liabilities. The liabilities Sellers, jointly and obligations which severally, retain and shall be retained by each of pay, perform, fulfill, and discharge on a joint and several basis, all Liabilities resulting from, based upon, or resulting from (collectively, the Sellers (the "“Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, including, without limitation, the following:”): (a) all liabilities of each Seller relating to indebtedness for borrowed money whether the ownership, development, exploration, operation or not such liabilities are reflected on the Seller Financial Statements; (b) all liabilities of each Seller or the Stockholder resulting from, constituting or relating to a breach of any maintenance of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this Agreement; (c) all liabilities of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events occurring on or Properties prior to the Closing Date; (e) all liabilities Effective Time or the production, transportation, processing and marketing of each Seller arising in connection with its operations unrelated to Hydrocarbons from the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business Properties prior to the Closing except as otherwise specifically provided herein Effective Time, including the payment of Property Expenses (which payment is excluding, however, any adjustments to the Base Purchase Price to be made under Section 2.2 and any liability of post-Closing obligations to make such Seller based on its tortuous or illegal conduct; (f) any liability or obligation incurred by each Seller in connection with payments under Section 9.3), for which Buyer has made a claim for indemnification under Section 10.6 prior to the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller date that is 12 months after the Closing Date; (hb) all liabilities or obligations associated with a Seller's employees, including but not limited the Excluded Properties; (c) any Seller Taxes; (d) any payments owed from any Seller to any liability of such Seller’s Affiliates (other than Arris and its Subsidiaries) and relating to periods of time prior to Closing; (e) the willful misconduct of any Seller or obligation under or such Seller’s Affiliates with respect to the operation of the Properties prior to Closing; (f) any collective bargaining agreementpersonal injury or death occurring on or attributable to Sellers’ interest in the Properties prior to Closing; (g) those Actions relating to the Properties and for which any Seller has been served prior to the Execution Date, employment agreement, unemployment including any matters described on Schedule 3.1(e); (h) any civil fines or workers' compensation lawspenalties or criminal sanctions imposed on Sellers as a result of any pre-Closing violation of Law in connection with the Properties; (i) any Liabilities that are the result of any off-site transport or disposal, or arrangement for transport or disposal, of any liability or obligation arising Hazardous Substances from Sellers’ interest in the decision of Buyer not Properties prior to offer employment to any such employeesClosing; and (ij) all liabilities and obligations arising out ofthe accounting for, resulting fromfailure to pay, or relating the incorrect payment to any employee benefit planLease Burden owner or working interest owner or other interest holder under the Subject Oil and Gas Interests and escheat obligations insofar as the same are attributable to periods and Hydrocarbons produced and marketed with respect to the Properties prior to the Effective Time for which Buyer has made a claim for indemnification under Section 10.6 prior to the date that is four years from the Closing Date, program, or arrangement maintained or contributed to by each Seller, or but excluding any entity which is or has been aggregated with such Seller responsibility for purposes of section 414 the administration and payment of the Code Suspense Funds to the extent the Base Purchase Price is adjusted under Section 2.2(b)(vii). By retaining any liabilities or section 4001 of ERISAobligations in this Section 10.1, Sellers and Buyer do not intend to, and are not deemed to have admitted to any third Person, any liability.

Retained Liabilities. The Except as expressly set forth in this Agreement, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Seller or its Subsidiaries of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations which shall be retained by each and remain liabilities and obligations of Seller and/or its Subsidiaries, as applicable (all such liabilities and obligations not being assumed being herein referred to as the Sellers (the "“Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, including, without limitation, the following”). Retained Liabilities include: (a) except as expressly set forth in this Agreement, all debts, obligations, contracts and liabilities of each Seller any kind, character or description (whether known or unknown, accrued, absolute, contingent or otherwise) relating to indebtedness for borrowed money whether or not such liabilities are reflected on arising out of the Seller Financial Statementsownership or operation of the Purchased Assets or the conduct of the Business prior to the Closing; (b) all liabilities and obligations of each Seller or the Stockholder resulting from, constituting or relating to a breach of any of its Subsidiaries under the representations, warranties, covenants Assigned Contracts to the extent required to be paid or agreements performed prior to or on the day of the such Seller or the Stockholder under this AgreementClosing; (c) all liabilities with respect to, or relating to, any Delayed Transfer Contract to the extent such liabilities are retained by Seller or Buyer does not receive the benefit of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated hereinsuch Delayed Transfer Contract pursuant to Section 2.05; (d) all liabilities any liability or obligation of Seller, or any member of any consolidated, affiliated, combined or unitary group of which Seller is or has been a member, for all environmental, ecological, health, safety, products liability Taxes (except as specifically referred to herein) or other claims pertaining to the Business or extent explicitly assumed in Section 2.03); provided that Transfer Taxes and Sales and Use Taxes incurred in connection with the Purchased Assets which relate to time periods or events occurring on or prior to transactions contemplated by this Agreement and Apportioned Obligations shall be borne and paid in the Closing Datemanner set forth in Section 8.01 hereof; (e) all liabilities of each Seller arising in connection with its operations unrelated any liability or obligation to the Business and all liabilities (including any liability pursuant extent relating to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conductan Excluded Asset; (f) any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expensesRetained Environmental Liabilities; (g) all liabilities incurred by each of Seller’s or its Subsidiaries’ obligations arising under any outstanding payable arising prior to Closing between the Seller after or any of its Subsidiaries in respect of the Closing DateBusiness, on the one hand, and Seller or any Affiliate of the Seller in respect of any other business, division, group or function, on the other hand; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under arising out of or with respect to (A) the Business Employees’ and Excluded Employees’ employment with, their benefits, or the termination of their employment from, Seller or its Affiliates prior to the Closing; (B) any collective bargaining agreementemployees formerly employed by Seller, employment agreement, unemployment or workers' compensation lawswith, or the termination of their employment from Seller or its Affiliates prior to Closing; (C) all Seller Plans; (D) any liability and all employee grievances arising prior to the Closing; (E) to the extent relating to the period prior to Closing, the misclassification by Seller or obligation arising from its Affiliates of any Person providing services at the decision of Buyer not Refinery or to offer employment Seller and its Subsidiaries as an independent contractor or consultant where such classification by Seller and its Subsidiaries should have been as a Business Employee, former employee or Excluded Employee; and (F) any other liabilities or obligations expressly allocated to any such employees; andSeller or its Affiliates under Article 9; (i) all expenses, costs and fees (including attorney’s, auditor’s and advisors’ fees, if any) incurred by Seller in connection with the transactions contemplated by this Agreement; and (j) except as expressly set forth in this Agreement, all such other liabilities and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code ownership, operation or section 4001 use of ERISAthe Purchased Assets or Business at any time prior to the Closing.

Retained Liabilities. The liabilities In connection with the conveyance of the Purchased Assets to Buyer shall not assume, and Seller shall retain, all indebtedness and obligations which shall be retained by of Seller existing at the Closing Date, (other than, in each of case, the Sellers Assumed Liabilities) (collectively, the "“Retained Liabilities"”) shall consist of all liabilities of such Seller other than Assumed Liabilities, including, without limitation, the following: consisting of: (ai) all liabilities of each Seller relating to indebtedness for borrowed money whether money, capital leases or not such liabilities are reflected on obligations for the Seller Financial Statements; (b) all liabilities of each Seller or the Stockholder resulting from, constituting or relating to a breach of any deferred payment of the representations, warranties, covenants purchase price of property or agreements services of the such Seller or the Stockholder under this Agreement; (c) all liabilities of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events occurring existing on or incurred prior to the Closing Date; , (eii) all liabilities disclosed or reserved against in the Financial Statements or incurred or accruing after the date of each Seller arising such Financial Statements consistent with Sections 5.2 and 5.3 hereof prior to Closing, (iii) claims or potential claims by Government Programs and/or Blue Cross in connection with its operations unrelated respect of cost reports filed by Seller, or to be filed, for periods prior to Closing relating to services rendered up and including to the Business Closing Date, (iv) liabilities and all obligations of Seller and its Affiliates arising under the terms of the Government Programs, Blue Cross, or other third party payor programs relating to services rendered by Seller prior to Closing, (v) any liabilities (including any liability pursuant or obligations to the extent arising with respect to any claim, litigation or proceeding) in connection with the operation of the Business Excluded Assets, (vi) any civil or criminal obligation or liability resulting from any material violation by Seller prior to the Closing except as otherwise specifically provided herein and of federal, state or local law or resulting from any liability of such federal, state or local investigations of, or federal, state or local government claims or actions against, Seller based on its tortuous or illegal conduct; (f) any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreementacts or omissions of Seller prior to the Closing constituting a material violation of federal, employment agreementstate or local law, unemployment (vii) federal or workers' compensation lawsstate income tax liabilities of Seller, and (viii) except for the Assumed Liabilities, other liabilities existing at, or any liability indebtedness or obligation arising from the decision obligations of Buyer not Seller undertaken or assumed, prior to offer employment to any such employees; and (i) all liabilities and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISAClosing.

Retained Liabilities. The liabilities and obligations which Notwithstanding anything contained in this Agreement to the contrary, KIAC shall be retained by each not assume or agree to pay, satisfy, discharge or perform, or take or agree to take any of the Sellers Purchased Assets, the Miramar Leasehold, or the Consigned Inventory subject to (and shall not be deemed by virtue of the "execution and delivery of this Agreement or any document delivered to KIAC at the Closing pursuant hereto, or as a result of the consummation of the transactions contemplated hereby, to have assumed, or to have agreed to assume, pay, satisfy, discharge or perform, or take, or to have agreed to take, any of the Purchased Assets, the Miramar Leasehold or the Consigned Inventory subject to) any of the Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, including, without limitation, the following:including (but not limited to): (a) all liabilities any Retained Liabilities that relate to any of each Seller relating to indebtedness for borrowed money whether the Purchased Assets, the Miramar Leasehold or not such liabilities are reflected on (except as otherwise expressly provided in this Agreement) any of the Seller Financial StatementsConsigned Inventory; (b) all any obligations or liabilities of each any Seller or the Stockholder resulting from, constituting any predecessor(s) or Affiliate(s) of any Seller relating to a breach of any of Taxes with respect to the representationsPurchased Assets, warrantiesthe Miramar Facility, covenants the Miramar Leasehold or agreements of the such Seller or the Stockholder under this Agreement; (c) all liabilities of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to otherwise expressly provided herein) the Consigned Inventory for any period, or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events occurring portion thereof, on or prior to the Closing Date;; and (e) all liabilities of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conduct; (fc) any liability obligations or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all liabilities for any legal, accounting, brokers'investment banking, finders' and other professional brokerage or similar fees and expenses; (g) all liabilities or expenses incurred by each any Seller after the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; and (i) all liabilities and obligations arising out ofin connection with, resulting from, or relating to any employee benefit planattributable to, program, or arrangement maintained or contributed to the transactions contemplated by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISAthis Agreement.

Retained Liabilities. The Any Liability whatsoever, whether fixed or contingent, recorded or unrecorded, known or unknown, with respect to the Hotel that accrues and/or arises solely from events which occurred prior to the Closing (except as otherwise expressly set forth herein), including, but not limited to (subject to the foregoing limitations): (a) any Seller Encumbrance; (b) any and all accounts payable or other trade payables not included within the definition of Post-Closing Accruals or for which Purchaser received a credit for at Closing; (c) to the extent not included within the definition of Post-Closing Accruals or for which Purchaser received a credit at Closing or for which Purchaser is responsible for pursuant to the express terms of this Agreement, tax obligations, including without limitation, all federal, state, local or special purpose district tax and withholding liabilities and obligations which shall of Seller or any of its respective Affiliates with respect to periods prior to the Closing, and any interest, fines or penalties thereon or with respect to returns filed or required to be retained by each of the Sellers filed in connection therewith (the "Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, including, without limitation, any recapture and including any amounts due or which may come due and owing under applicable Legal Requirements; provided that Purchaser shall be solely responsible for any fines, interest or penalties resulting from Purchaser or its Affiliates failure to pay such taxes included in the following: (a) all liabilities definition of each Seller relating Post-Closing Accruals or for which Purchaser received a credit for at Closing or for which Purchaser is responsible for pursuant to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statements; (b) all liabilities express terms of each Seller or the Stockholder resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this Agreement; (c) all liabilities of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; ); (d) Liabilities arising from any claims by third parties (but excluding in all liabilities instances any Affiliate of Purchaser or any of their respective Affiliates) for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) personal injury or other claims pertaining to the Business or the Purchased Assets which relate to time periods or property damage arising out of events occurring on or prior to the Closing Date; caused by any violation of Environmental Laws that were in effect and valid at the time in question; (e) all liabilities Liabilities or obligations of each Seller arising in connection with or its operations unrelated Affiliates for brokerage or other commissions relating to the Business transactions contemplated herein subject to the terms of Section 14.1(b) and all liabilities Purchaser’s obligations thereunder; (f) Liabilities relating to or arising from any contracts between Seller and any of its Affiliates; (g) any security and other deposits, advance or prepaid rents, and key money (including any liability interest thereon) not prorated pursuant to any claim, litigation this Agreement or proceeding) in connection with the operation for which Purchaser received a credit at Closing and held by Seller from tenants of the Business Hotel with Space Leases in effect as of the Closing; (h) any Liability or obligation for advance Bookings if any deposits related thereto that were actually received by Seller are not prorated pursuant to this Agreement or set forth in the Preliminary Closing Statement or for which Purchaser received a credit for at Closing (provided, however, Purchaser shall honor all Bookings regardless of whether or not a reservation deposit was credited to Purchaser as part of the prorations hereunder); (i) any liability arising from the termination, discharge, layoff or other separation from employment of Manager’s or Seller’s employees prior to the Closing Closing, except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conduct; expressly set forth in this Agreement; (fj) any liability Liability relating to or obligation incurred by each Seller in connection with arising from the negotiationCondominium Declaration and the Waterview Declaration that accrued prior to the period before Closing; and (k) to the extent not included within the definition of Post-Closing Accruals or otherwise prorated pursuant to this Agreement or for which Purchaser received a credit at Closing, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or Liability with respect to any collective bargaining agreement, employment agreement, unemployment goods and services or workers' compensation laws, the purchase of goods and services to the extent such goods were delivered at the Hotel or any liability the services were rendered prior to or obligation arising from at the decision Closing and were ordered at the request of Buyer not to offer employment to any such employees; and (i) all liabilities and obligations arising out of, resulting from, Seller or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISAManager.

Retained Liabilities. The liabilities and obligations which shall be retained by each Except as specifically set forth in Section 1.7, Sellers retain all Liabilities directly or indirectly arising out of or related to the operation of the Sellers Business prior to the Effective Time, whether such Liabilities are known or unknown, disclosed or undisclosed, matured or unmatured, accrued, absolute or contingent on and as of the Effective Time (collectively, the "“Retained Liabilities") ”). Without limiting the generality of the preceding sentence, Purchasers shall consist not assume or become liable for any obligations or Liabilities of all liabilities of such Seller other than Assumed LiabilitiesSellers not specifically described in Section 1.7, including, including without limitation, the following: (a) all liabilities Any Liability or obligation, including but not limited to Liabilities arising under Section 601 et. seq of each Seller ERISA or Code Section 4980B, or any Liabilities arising out of any employee benefit plan ever maintained by Sellers or covering employees of Sellers or to which Sellers have made any contribution or to which Sellers could be subject to any Liability, including, specifically, any Liability relating to indebtedness for borrowed money whether or not such liabilities are reflected on arising out of the Seller Financial StatementsLifeline Health Claims; (b) all liabilities Any Liability related to, arising out of, or in connection with the parties’ waiver of each Seller or compliance with the Stockholder resulting from, constituting or relating to a breach of any bulk transfer provisions of the representationsUniform Commercial Code, warrantiesor any similar statute as enacted in any jurisdiction, covenants domestic or agreements of the such Seller or the Stockholder under this Agreementforeign (if applicable); (c) all liabilities Any Liability or obligation arising out of each Seller for Taxes, including any gain and income from breach by Sellers prior to the sale Effective Time of any provision of the Assets and Sellers Agreements or any other transactions contemplated hereincontract to which any Seller is a party; (d) all liabilities for all environmentalAny Liability of Sellers with respect to any claim or cause of action, ecologicalregardless of when made or asserted, health, safety, products liability which arises (except as specifically referred to hereini) out of or other claims pertaining to in connection with the Business or business and operations of Sellers (including without limitation the Purchased Assets which relate to time periods or events occurring on or Business) prior to the Closing DateEffective Time, (ii) with respect to any goods or services provided by Sellers prior to the Effective Time, including without limitation, any Liability or obligation (A) pursuant to any express or implied representation, warranty, agreement, or guarantee made by Sellers or (B) imposed or asserted to be imposed by operation of law, in connection with any service performed or product designed, manufactured, sold, or leased by or on behalf of Sellers prior to the Effective Time, including without limitation, any claim related to any product delivered in connection with the performance of such service and any claims seeking to recover for consequential damage, lost revenue, or income, including pursuant to any doctrine of product liability, or (iii) out of or in connection with the business and operations of Sellers (including without limitation the Business) prior to the Effective Time under any Law; (e) all liabilities of each Seller Any Liability or obligation, arising in connection with its operations unrelated prior to the Business and all liabilities Effective Time or as a result of the Acquisition, to any employee, agent, or independent contractor of Sellers, whether or not employed by Purchasers after the Effective Time, or under any benefit arrangement with respect thereto; (f) Any Liability of Sellers existing at the Effective Time, including any liability pursuant Liability related to any claimmatter described in the Schedules to this Agreement and specifically any Liabilities arising out of the Corporate Integrity Agreement; (g) Any Liability or obligation for Taxes, litigation whether disputed or proceeding) in connection with not, existing at the Effective Time or as a result of the Acquisition or related to the operation of the Business prior to the Closing Effective Time or related to Sellers’ other businesses prior to or after the Effective Time, except with regard to any Liabilities or obligations relating to Transfer Taxes levied on the transfer of the Rights and Assets as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conduct; (f) any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance Section 5.14 of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after the Closing Date; (h) all liabilities Any Liability for any overbillings made by Sellers or obligations associated with a Seller's employeesoverpayments received by Sellers under any Medicare, Medicaid or any other government or private payor arrangement in respect of goods or services provided prior to the Effective Time, including but not limited all Liabilities relating to any liability or obligation under or the Corporate Integrity Agreement and the ongoing audit by the Office of the Inspector General at the Department of Health and Human Services (the “OIG”) relating to certain billing matters (the “OIG Audit”); (i) All wages, commissions, vacation, holiday, workers’ compensation and sick pay obligations of Sellers with respect to any collective bargaining agreementtheir respective employees, employment agreementagents or independent contractors accrued through the Effective Time and all bonuses and fringe benefits as to such employees accrued through the Effective Time, unemployment or workers' compensation laws, or any liability or obligation arising and all severance pay obligations of Sellers to employees resulting from Sellers’ consummation of the decision of Buyer not to offer employment to any such employeestransactions contemplated by this Agreement; and (ij) Any and all liabilities and obligations Liabilities arising out of, resulting from, of or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated in connection with such Seller for purposes of section 414 the Redemption and the adequacy of the Code or section 4001 of ERISAconsideration paid therefore in accordance with Section 1.2(a).

Retained Liabilities. The liabilities Seller hereby acknowledges and obligations which shall be retained by each agrees that all Liabilities of the Sellers (the "Retained Liabilities") shall consist of all liabilities of such Seller other than the Assumed Liabilities (which, for the avoidance of doubt, shall include the matters covered in Section 8.3(c), collectively, the “Retained Liabilities”) shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. Without limiting the foregoing, Retained Liabilities include the following Liabilities of Seller, to the extent not taken into account in determining Working Capital and to the extent not Assumed Liabilities, including, without limitation, the following: (ai) all liabilities any Liability arising out of each Seller or relating to indebtedness for borrowed money whether products or not such liabilities are reflected on services of Seller to the Seller Financial Statementsextent manufactured, sold or provided prior to the Effective Time other than to the extent assumed under Sections 2.4(a)(iii), (a)(iv), (a)(v), (a)(vi) or (a)(ix) or Schedule 2.4(a)(viii); (bii) all liabilities any Liability under any Contract assumed by Buyer pursuant to Section 2.4(a)(a)(v), that either arose at or prior to the Effective Time or, to the extent that such Liability is the result of each Seller or a Breach that occurred prior to the Stockholder resulting fromEffective Time, constituting or relating to a breach of any of arises after the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this AgreementEffective Time; (ciii) all liabilities of each Seller any Liability for Taxes, including (A) any gain and income from Taxes arising as a result of Seller’s operation of the Business or ownership of the Acquired Assets prior to the Effective Time, (B) any Taxes that will arise as a result of the sale of the Acquired Assets pursuant to this Agreement and other transactions contemplated herein(C) any deferred Taxes of any nature; (div) all liabilities for all environmentalany Liability under any Contract not assumed by Buyer under Section 2.4(a), ecological, health, safety, products liability (except as specifically referred including any Liability arising out of or relating to herein) any Indebtedness or other claims pertaining to the Business any security interest or the Purchased Assets which relate to time periods or events occurring on or prior to the Closing DateEncumbrance related thereto; (ev) all liabilities any Environmental Liabilities arising out of each Seller arising in connection with its operations unrelated or relating to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to Closing or Seller’s leasing, ownership or operation of real property or the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conductFacilities; (fvi) any liability obligation or obligation incurred Liability under or that relates to the Company Benefit Plans or relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other employee plans or benefits of any kind for Seller’s current or former employees, officers, directors or other Persons; (vii) any Liability under any employment, severance, retention or termination agreement with any current or former employee of Seller or any of their Related Persons; (viii) any Liability arising out of or relating to any current or former employee grievance with respect to an event or occurrence at or prior to the Effective Time whether or not the affected employees are hired by each Buyer; (ix) any Liability to any Related Person of Seller; (x) any Liability to indemnify, reimburse or advance amounts to any current or former officer, director, employee or agent of Seller; (xi) any Liability to distribute to any equity holders of Seller or otherwise apply all or any part of the consideration received hereunder; (xii) any Liability arising out of any Proceeding by or against Seller whether pending as of or commenced after the Effective Time; (xiii) any Liability arising out of or resulting from Seller’s compliance or noncompliance with any Legal Requirement or Order of any Governmental Body, including without limitation any State or Federal motor vehicle safety law, standard, or regulation except to the extent assumed under the proviso in Section 2.4(b)(i); (xiv) any Liability of Seller under this Agreement or any other document executed in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expensesContemplated Transactions; (gxv) all liabilities incurred Liabilities, if any, arising out of or relating to any prior acquisition or disposition by each Seller after the Closing Dateor set forth on Schedule 2.4(b)(xv); (hxvi) all liabilities any Liability for brokerage or obligations associated with a Seller's employees, including but not limited to finder’s fees or commissions or similar payments based upon any liability agreement or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation lawsunderstanding made, or alleged to have been made, by any liability Person with Seller or obligation arising from any of its Related Persons (or any Person acting on behalf of any of them) in connection with any of the decision Contemplated Transactions; (xvii) any Liability of Seller described in Schedule 2.4(a)(a)(viii), except for any Liabilities assumed by Buyer not to offer employment to any such employeesset forth therein; and (ixviii) all liabilities and obligations any other Liability of Seller or its Related Persons arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of after the Code or section 4001 of ERISAEffective Time.

Retained Liabilities. The Notwithstanding anything in this Agreement to the contrary, the Buyer is not assuming and will not pay or perform any liabilities or obligations that are not specifically described in Section 1.03, whether fixed or contingent, known or unknown, disclosed or undisclosed, recorded or unrecorded and obligations which shall be retained by each of whether relating to the Sellers (Assets, the "Retained Liabilities") shall consist of all liabilities of such Seller Business or any other than Assumed Liabilitiesmatter, includingfacts or circumstances, including without limitation, limitation the following: (a) all federal, state or local Tax (as hereinafter defined) liabilities or obligations of each Seller relating to indebtedness for borrowed money the Company and/or any Shareholder whether or not such liabilities are reflected on incurred prior to the Seller Financial Statements; (b) all liabilities of each Seller date hereof or resulting from the Stockholder resulting from, constituting or relating to a breach of any consummation of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this Agreement; (c) all liabilities of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (b) any obligation or liability for services rendered by the Company; (c) any liability or obligation of the Company for or in respect of any loan, account payable or indebtedness; (d) all liabilities for all environmentalany liability or obligation of the Company arising as a result of or out of any claim, ecologicalany legal or equitable action, healthincluding without limitation those matters listed on Schedule 3.17 hereto, safety, products liability (except as specifically referred to herein) proceeding or other claims investigation pertaining to the Business or the Purchased Assets which relate to time periods or events occurring on or prior relating in any way to the Closing DateCompany initiated at any time, whether or not described in any schedule hereto, including without limitation any liability of the Company arising from or in connection with the Marketing Agreement and any liability relating to investigation fees other than those specifically assumed in 1.03 above; (e) all liabilities any lien, liability or obligation arising out of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceedingmatters listed on Schedule 1.04(a) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conducthereto; (f) any liability or obligation of the Company incurred by each Seller in connection with the negotiation, execution making or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after except as set forth in Section 1.03(c), any liability or obligation of the Closing DateCompany arising out of any Employee Benefit Plan (as defined in Article III) or any liability with respect to any pension or benefit plan of the Company or the termination of any such plan; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation of the Company for making payments of any kind (including as a result of the sale of the Assets or as a result of the termination of employment by the Company of employees or other labor claims) to employees of the Company or in respect of payroll taxes for employees of the Company, including without limitation any liabilities or obligations of the Company arising under or with respect to any collective bargaining agreement, employment agreement, unemployment the Consolidated Omnibus Budget Reconciliation Act of 1985; (i) liability for all chargebacks or workers' compensation laws, or any liability or obligation chargeback handling fees arising from or in connection with the decision of Buyer not Marketing Agreement which arise on the Effective Time or within the sixty (60) days after the Effective Time but which relate to offer employment transactions that occurred prior to any such employeesthe Effective Time; and (ij) all liabilities and or obligations arising out ofof any breach by the Company prior to the Closing of any Assumed Contract, resulting from, or relating to including without limitation any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 liability of the Code or section 4001 of ERISACompany arising in connection with the Marketing Agreement.

Retained Liabilities. The liabilities and obligations which shall be retained by each of Notwithstanding anything to the Sellers (contrary in this Agreement, except for the "Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, including, without limitation, the following: (a) Seller retains all liabilities of each Seller relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statements; (b) all liabilities of each Seller or the Stockholder resulting from, constituting or relating to a breach Liabilities of any of the representationsnature whatsoever, warrantieswhether accrued, covenants absolute, contingent or agreements of the such Seller otherwise, whether known or the Stockholder under this Agreement; (c) all liabilities of each Seller for Taxesunknown, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmentalwhether due or to become due, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining whether related to the Business or the Purchased Assets and whether disclosed on the schedules attached hereto, and regardless of when or by whom asserted, including, without limitation, all of the following (collectively the “Retained Liabilities”): (a) any of Seller’s liabilities or obligations under this Agreement, the schedules attached hereto, and the Related Agreements; (b) all Liabilities arising out of or relating to the Retained Assets; (c) all Liabilities of the ▇▇▇▇▇ Parties to the extent that they do not arise out of, or are not related to, the Business or the Purchased Assets; (d) all Liabilities relating to the ▇▇▇▇▇ Parties’ employees and any employee benefit plans, programs, policy or arrangement presently or formerly maintained or contributed to by Seller or its ERISA Affiliates, or with respect to which Seller or any such ERISA Affiliate has any liability; provided, however, that nothing herein shall imply or create an obligation of Seller or its Affiliates to provide or continue to provide compensation or benefits to Seller’s employees who are hired by Buyer other than those which are required by Law to be provided to individuals who terminate their employment with Seller; (e) all Liabilities of the ▇▇▇▇▇ Parties, or any Affiliate of the ▇▇▇▇▇ Parties, for Taxes other than Transfer Taxes as defined in Section 3.3 which are attributable to any period without regard to whether such Taxes relate to time periods (or portions thereof) ending on or prior to the Closing Date, including without limitation, all Taxes on taxable gain or loss resulting from the sale of the Purchased Assets to the Buyer; (f) Liabilities, if any, for severance pay or other separation benefits to Seller’s employees; (g) all Liabilities, whether arising in contract or in tort (including warranty, negligence and strict liability), arising from events occurring prior to the Closing Date relating to or arising from the Business or Purchased Assets; (h) all Liabilities with respect to any Products that were sold or services that were performed prior to or on the Closing Date, including any obligation to pay a commission, product liability claims, infringement claims and any related Claims and Actions; (i) all Liabilities for attorneys’, accountants’ and other advisor fees and expenses and other costs and expenses incurred by or on behalf of Seller or any of its Affiliates in connection with the transactions contemplated by this Agreement; (j) any of Seller’s liabilities or obligations arising (A) by reason of any violation or alleged violation of any federal, state, local or foreign law or any requirement of any Governmental Body, or (B) by reason of any breach by the ▇▇▇▇▇ Parties of any Contract, Subcontract or Shared Contract on or before the Closing Date; (k) any Liabilities relating to any Law, Claim or Action arising out of or in connection with Seller’s or any of its Affiliate’s conduct of the Business or any other conduct of Seller, Seller’s officers, directors, employees, consultants, agents or advisors on or prior to the Closing Date; (el) all liabilities of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conduct▇▇▇▇▇ Parties’ Liabilities for Indebtedness; (fm) Subject to Section 6.2, Liabilities for warranty claims for Products sold by Seller and based upon the express warranties of Seller as described on Schedules 4.15(a)(i) and (ii) in excess of $200,000 over the first 24 months following Closing; and (n) all Liabilities whether arising in contract or in tort (including warranty, negligence and strict liability), arising prior to, on or after the Closing Date which involve (i) any liability Products sold or obligation incurred otherwise transferred by each Seller in connection with before the negotiationClosing Date or (ii) Retained Assets, execution other than Products, and any Claims or performance of this AgreementActions related to (i) or (ii) arising prior to, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller on or after the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; and (i) all liabilities and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISA.

Retained Liabilities. The Notwithstanding anything contained in this Agreement to the contrary, AirTran does not assume or agree to pay, satisfy, discharge or perform, and shall not be deemed by virtue of the execution and delivery of this Agreement or any document delivered at the Closing pursuant to this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability, obligation or indebtedness whatsoever of either Seller, or any other Person whether primary or secondary, direct or indirect, contingent or guaranteed, other than solely the Assumed Liabilities. Sellers shall retain and, except to the extent excused or prohibited by the applicable provisions of the Bankruptcy Code, pay, satisfy, discharge and perform in accordance with the terms thereof, all liabilities and obligations which shall be retained by each of the Sellers (the "Retained Liabilities") shall consist of all liabilities of such Seller other than the Assumed Liabilities, including, without limitation, those set forth below (all such liabilities and obligations retained by Seller being referred to herein as the following:“Retained Liabilities”): (a) all obligations or liabilities of each Seller relating Sellers or any predecessor(s) or Affiliate(s) of Sellers that relate to indebtedness for borrowed money whether any assets other than Transferred Assets or that relate to the Transferred Assets which are not such liabilities are reflected on the Seller Financial StatementsAssumed Liabilities; (b) all obligations or liabilities of each Seller Sellers or the Stockholder resulting from, constituting any predecessor(s) or Affiliate(s) of Sellers relating to a breach of any of Taxes with respect to the representationsTransferred Assets or otherwise, warranties, covenants or agreements of the such Seller or the Stockholder under this Agreement; (c) all liabilities of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmentalperiods, ecologicalor portions thereof, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events occurring on or prior to the Closing Date; (ec) all obligations or liabilities of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including for any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conduct; (f) any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers'investment banking, finders' and other professional brokerage or similar fees and expenses; (g) all liabilities or expenses incurred by each either Seller after in connection with, resulting from or attributable to the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employeestransactions contemplated by this Agreement; and (id) all liabilities and obligations of Sellers or any predecessor(s) or Affiliate(s) of Sellers’ resulting from, caused by or arising out of, resulting fromdirectly or indirectly, the conduct of their respective businesses or ownership or lease of any of their properties or assets or any properties or assets previously used by either Seller (including without limitation the Transferred Assets) at any time prior to or on the Closing, including without limitation such of the foregoing (i) as constitute, may constitute or are alleged to constitute a tort, breach of contract or violation of requirement of any Law, or relating to any employee benefit plan(ii) that relate to, program, result in or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 arise out of the Code existence or section 4001 imposition of ERISAany liability or obligation to remediate or contribute or otherwise pay any amount under or in respect of any environmental, superfund or other environmental cleanup or remedial Laws, occupational safety and health Laws or other Laws. Neither of Sellers nor AirTran has granted to the other any covenant of non-competition and nothing in this Agreement shall be deemed to preclude either party from competing with any business or schedule flight services of the other.

Retained Liabilities. The liabilities and obligations which shall be retained by each (a) Anything in this Agreement or any of the Sellers Transaction Documents (as hereinafter defined) to the contrary notwithstanding, neither Purchaser nor the Specified Designee nor the SWV Specified Transferee will assume or be bound by or be obligated or responsible for (i) any duties, responsibilities, commitments, expenses, obligations or liabilities of any kind or nature (fixed or contingent, known or unknown, whether arising prior to or after the Closing) (collectively, "Retained LiabilitiesLIABILITIES") shall consist (x) of all liabilities the Company or SWV, actual or asserted, or (y) which may be asserted against or imposed upon Purchaser or the Specified Designee or the SWV Specified Transferee as a successor or transferee of such Seller the Company or SWV or as an acquirer of the Acquired Assets or as a result of the Excluded Assets or the conduct by the Company or SWV of its business (including the Specified Business) at any time prior to or on the Closing Date, in each case other than the Assumed LiabilitiesObligations, includingor (ii) without limitation of the foregoing, without limitation, any of the following: (a1) all liabilities any Liability of each Seller relating to indebtedness for borrowed money whether the Company or not such liabilities are reflected on any of its Subsidiaries as of the Seller Financial StatementsClosing Date arising out of, in connection with or as a result of the ownership or operation of the Acquired Assets by the Company or any of its Subsidiaries, other than the Assumed Obligations; (b2) all liabilities of each Seller or any Liability (other than the Stockholder resulting from, constituting or relating to a breach of any Assumed Obligations) as of the representations, warranties, covenants Closing Date under or agreements in respect of the such Seller Specified Contracts or the Stockholder under this Agreementany other Contract; (c3) all liabilities of each Seller for Taxes, including any gain and income from the sale Liability of the Assets and other transactions contemplated hereinCompany or any of its Subsidiaries as of the Closing Date incurred under or arising out of any Law; (d4) all liabilities for all environmental, ecological, health, safety, products liability any Liability of the Company or any of its Subsidiaries as of the Closing Date in respect of Taxes; (except as specifically referred to herein5) or other claims pertaining to any Liability in respect of the Business SupportComm Letter of Intent or the Purchased Assets which relate to time periods Intercompany Services Agreement; and (6) any Liability (A) arising out of the employment or events occurring on termination of employment of any officer, employee or independent contractor by the Company or any of its Subsidiaries prior to the Closing Date; (e) all liabilities of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conduct; (f) any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to to, any liability or obligation termination of employment as a result of the consummation of the transactions contemplated by this Agreement), including any Liability under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation lawsthe Outstanding Key Employee/Stockholders Employment Agreements, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; and (iB) all liabilities and obligations arising out of, resulting from, of or relating to under any Benefit Plan or any other employee benefit plan, program, arrangement or arrangement policy currently or previously maintained or contributed to by each Seller, the Company or any entity which is or has been aggregated with such Seller for purposes of section 414 of its Subsidiaries. ((i) and (ii) collectively, excluding Liabilities arising solely under this Agreement, the Code or section 4001 of ERISA"RETAINED LIABILITIES").

Retained Liabilities. The liabilities Seller hereby acknowledges and obligations which shall be retained by each agrees that all Liabilities of the Sellers (the "Retained Liabilities") shall consist of all liabilities of such Seller other than the Assumed Liabilities (which, for the avoidance of doubt, shall include the matters covered in Section 8.3(c), collectively, the “Retained Liabilities”) shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. Without limiting the foregoing, Retained Liabilities include the following Liabilities of Seller, to the extent not taken into account in determining Working Capital and to the extent not Assumed Liabilities, including, without limitation, the following: : (ai) all liabilities any Liability arising out of each Seller relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statements; (b) all liabilities of each Seller or the Stockholder resulting from, constituting or relating to products or services of Seller to the extent manufactured, sold or provided prior to the Effective Time other than to the extent assumed under Sections 2.4(a)(iii), (a)(iv), (a)(v), (a)(vi) or (a)(ix) or Schedule 2.4(a)(viii); (ii) any Liability under any Contract assumed by Buyer pursuant to Section 2.4(a)(a)(v), that either arose at or prior to the Effective Time or, to the extent that such Liability is the result of a breach of Breach that occurred prior to the Effective Time, arises after the Effective Time; (iii) any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this Agreement; (c) all liabilities of each Seller Liability for Taxes, including (A) any gain and income from Taxes arising as a result of Seller’s operation of the Business or ownership of the Acquired Assets prior to the Effective Time, (B) any Taxes that will arise as a result of the sale of the Acquired Assets pursuant to this Agreement and other transactions contemplated herein; (dC) all liabilities for all environmentalany deferred Taxes of any nature; (iv) any Liability under any Contract not assumed by Buyer under Section 2.4(a), ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events occurring on or prior to the Closing Date; (e) all liabilities of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant Liability arising out of or relating to any claim, litigation Indebtedness or proceedingany security interest or Encumbrance related thereto; (v) in connection with any Environmental Liabilities arising out of or relating to the operation of the Business prior to Closing or Seller’s leasing, ownership or operation of real property or the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conduct; Facilities; (fvi) any liability obligation or obligation incurred Liability under or that relates to the Company Benefit Plans or relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other employee plans or benefits of any kind for Seller’s current or former employees, officers, directors or other Persons; (vii) any Liability under any employment, severance, retention or termination agreement with any current or former employee of Seller or any of their Related Persons; (viii) any Liability arising out of or relating to any current or former employee grievance with respect to an event or occurrence at or prior to the Effective Time whether or not the affected employees are hired by each Buyer; (ix) any Liability to any Related Person of Seller; (x) any Liability to indemnify, reimburse or advance amounts to any current or former officer, director, employee or agent of Seller; (xi) any Liability to distribute to any equity holders of Seller or otherwise apply all or any part of the consideration received hereunder; (xii) any Liability arising out of any Proceeding by or against Seller whether pending as of or commenced after the Effective Time; (xiii) any Liability arising out of or resulting from Seller’s compliance or noncompliance with any Legal Requirement or Order of any Governmental Body, including without limitation any State or Federal motor vehicle safety law, standard, or regulation except to the extent assumed under the proviso in Section 2.4(b)(i); (xiv) any Liability of Seller under this Agreement or any other document executed in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; Contemplated Transactions; (gxv) all liabilities incurred by each Seller after the Closing Date; (h) all liabilities or obligations associated with a Seller's employeesLiabilities, including but not limited to any liability or obligation under or with respect to any collective bargaining agreementif any, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; and (i) all liabilities and obligations arising out of, resulting from, of or relating to any employee benefit plan, programprior acquisition or disposition by Seller or set forth on Schedule 2.4(b)(xv); (xvi) any Liability for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or arrangement maintained or contributed alleged to have been made, by each Seller, any Person with Seller or any entity which is of its Related Persons (or has been aggregated any Person acting on behalf of any of them) in connection with such Seller for purposes of section 414 any of the Code Contemplated Transactions; (xvii) any Liability of Seller described in Schedule 2.4(a)(a)(viii), except for any Liabilities assumed by Buyer set forth therein; and (xviii) any other Liability of Seller or section 4001 of ERISAits Related Persons arising after the Effective Time.

Retained Liabilities. The liabilities Each Seller hereby acknowledges and obligations which agrees that all Liabilities of Sellers other than the Assumed Liabilities (collectively, the “Retained Liabilities”) shall remain the sole responsibility of and shall be retained retained, paid, performed and discharged solely by such Seller. Without limiting the foregoing, Retained Liabilities include the following Liabilities of each Seller: (i) any Liabilities of Sellers arising or incurred in connection with the Sellers (negotiation, preparation, investigation and performance of this Agreement, the "Retained Liabilities") shall consist of all liabilities of such Seller Local Country Purchase Agreements, the other than Assumed Liabilitiestransaction documents and the transactions contemplated hereby and thereby, including, without limitation, the following: (a) all liabilities fees and expenses of each Seller relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statementscounsel, accountants, consultants, advisers and others; (bii) all liabilities any Liabilities relating to or arising out of each Seller or the Stockholder resulting from, constituting Excluded Assets; Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. (iii) any Liability arising out of or relating to a breach products or services of any of Sellers to the representationsextent manufactured, warrantiessold or provided prior to the Effective Time other than to the extent assumed under Section 2.4(a)(iii), covenants 2.4(a)(iv) or agreements of the such Seller or the Stockholder under this Agreement2.4(a)(v); (civ) all liabilities any Liability under any Contract assumed by Buyer pursuant to Section 2.4(a)(v), that either arose at or prior to the Effective Time or, to the extent that such Liability is the result of each Seller a Breach that occurred prior to the Effective Time, arises after the Effective Time; (v) any Liability for Taxes, including (A) any gain and income from Taxes arising as a result of such Sellers’ operation of the Business or ownership of the Acquired Assets prior to the Effective Time, (B) any Taxes that will arise as a result of the sale of the Acquired Assets pursuant to this Agreement, the Local Country Purchase Agreements, the other transaction documents and other the transactions contemplated hereinhereby and thereby, and (C) any deferred Taxes of any nature; (dvi) all liabilities for all environmentalany Liability under any Contract not expressly assumed by Buyer under Section 2.4(a), ecological, health, safety, products liability (except as specifically referred including any Liability arising out of or relating to herein) any Indebtedness or other claims pertaining to the Business any security interest or the Purchased Assets which relate to time periods or events occurring on or prior to the Closing DateEncumbrance related thereto; (evii) all liabilities any Environmental, Health and Safety Liabilities arising out of each Seller arising in connection with its operations unrelated or relating to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to Closing or such Seller’s leasing, ownership or operation of real property or the Closing except as otherwise specifically provided herein Facilities; (viii) any obligation or Liability under or that relates to the Company Benefit Plans or that is incurred on or prior to the Effective Time that relates to payroll, wages (including overtime compensation), hours of work, vacation, leaves of absence (including sick leave), employment eligibility verification, immigration, workers’ compensation, or unemployment benefits, for such Seller’s current or former employees, officers, directors or other Persons; (ix) any trade accounts payable of Sellers (A) to the extent not accounted for on the Interim Balance Sheet; (B) which constitute debt, loans or credit facilities to financial institutions; or (C) which did not arise in the ordinary course of business; (x) any Liabilities of the Business relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders or work orders that (i) do not constitute part of the Acquired Assets issued by the Business’ customers to Sellers on or before the Closing; (ii) did not arise in the ordinary course of business; or (iii) are not validly and effectively assigned to Buyer pursuant to this Agreement; (xi) any liability Liability incurred under any collective bargaining, employment, services, severance, retention or termination agreement or arrangement that existed on or prior to the Effective Time with any current or former employee or contractor of such Seller based on its tortuous or illegal conductany of their Related Persons. For the avoidance of doubt, any Liability incurred after the Effective Time under any collective bargaining, employment services, severance, retention or termination agreement or arrangement maintained or entered into between Buyer and any current or former employee or contractor of such Seller or any of their Related Persons relating to services performed after the Effective Time shall be the sole responsibility of Buyer; (fxii) any liability Liability arising out of or obligation incurred relating to any current or former employee or contractor claim, charge, complaint, grievance, illness or injury with respect to an event or occurrence at or prior to the Effective Time whether or not the affected employees or contractors are hired by each Buyer; Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. (xiii) any Liability to any Related Person of such Seller; (xiv) any Liability to indemnify, reimburse or advance amounts to any current or former officer, director, employee or agent of such Seller; (xv) any Liability to distribute to any equity holders of such Seller or otherwise apply all or any part of the consideration received hereunder; (xvi) any Liability arising out of any Proceeding by or against such Seller whether pending as of or commenced after the Effective Time; (xvii) any Liability arising out of or resulting from such Seller’s compliance or noncompliance with any Legal Requirement or Order of any Governmental Body; (xviii) any Liability under this Agreement or any other document executed in connection with the negotiationContemplated Transactions, execution or including for the performance of this Agreement or a Local Country Purchase Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (gxix) all liabilities incurred Liabilities, if any, arising out of or relating to any prior acquisition or disposition by each Seller after the Closing Datesuch Seller, or as set forth on Schedule 2.4(b)(xix); (hxx) all liabilities any Liability for brokerage or obligations associated with a Seller's employees, including but not limited to finder’s fees or commissions or similar payments based upon any liability agreement or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation lawsunderstanding made, or alleged to have been made, by any liability Person with such Seller or obligation arising from any of its Related Persons (or any Person acting on behalf of any of them) in connection with any of the decision of Buyer not to offer employment to any such employeesContemplated Transactions; and (ixxi) all liabilities and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with other Liability of such Seller for purposes of section 414 of or its Related Persons arising after the Code or section 4001 of ERISAEffective Time.

Retained Liabilities. The liabilities Notwithstanding any other provision in this Agreement, Sellers shall retain and obligations be responsible for, the following (collectively, the “Retained Liabilities”): (a) all Liabilities related to the ownership or operation of the Facility prior to the Closing, other than Excluded Environmental Liabilities and the Environmental Liabilities assumed by Purchaser under Section 2.4(c); (b) all Excluded Environmental Liabilities; (c) all Liabilities related to employee benefits or compensation arrangements with respect to any employee or former employee of Pfizer or any of its Affiliates; (d) all Liabilities for which a Seller expressly has responsibility pursuant to the terms of this Agreement; (e) all Liabilities for Taxes of Sellers or taxes related to, imposed on, or arising from the Facility or the Purchased Assets for any taxable period (or portion thereof) on or prior to the Closing, except for (x) Taxes attributable to actions taken or failures to act after the Closing by Purchaser, any of its Affiliates or any transferee of Purchaser or any of its Affiliates (other than any such action expressly required or otherwise expressly contemplated by this Agreement or with the written consent of Sellers), (y) as otherwise provided in Section 10.9, or (z) real and personal property Taxes for the calendar year of the Closing attributable to the portion of the year during which the respective real or personal property of the Facility is owned by Purchaser, its Affiliates or any transferee of Purchaser or its Affiliates (the “Retained Tax Liabilities”) provided that in the case of any real or personal property Tax for any Straddle Period, (A) the amount of such Tax attributable to the portion of such Straddle Period ending on or prior to the Closing Date shall be retained the amount of such Tax for the entire Straddle Period multiplied by each a fraction, the numerator of which is the number of days in such Straddle Period prior to and including the Closing Date and the denominator of which is the total number of days in the entire Straddle Period and (B) the amount of such Tax attributable to the portion of such Straddle Period beginning after the Closing Date shall be the amount of such Tax for the entire Straddle Period minus the amount of such Tax determined under clause (A) of this proviso and that in the case of all other Taxes, such Taxes shall be apportioned on the basis of an interim closing of the Sellers books at the end of the Closing Date; (f) all Liabilities resulting from a claim by a third party in respect of injury or damage to property allegedly due and owing as a result of the "Retained Liabilities") shall consist ownership or previous or current operation, if any, of all liabilities of such Seller other than Assumed Liabilitiesthe Purchased Assets or the Facility prior to the Closing, including, without limitation, the following: (a) all liabilities of each Seller relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statements; (b) all liabilities of each Seller or the Stockholder resulting from, constituting or relating to a breach of any warranty obligations and irrespective of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this Agreement; (c) all liabilities of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events occurring on or prior to the Closing Date; (e) all liabilities of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conduct; (f) any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenseslegal theory asserted; (g) all liabilities incurred by each Seller after Liabilities to the Closing Dateextent relating to the Excluded Assets; (h) all liabilities or obligations associated Liabilities arising before the Closing under that certain E&O Agreement; (i) to the extent any equipment leased to Pfizer under the Supply Agreement between Pfizer and The BOC Group, Inc. dated as of October 1, 2003 and/or the Master Agreement between Pharmacia Corp. (Pfizer) and IOS Capital, Inc., a wholly-owned subsidiary of IKON Office Solutions, Inc. dated December 22, 2000 is located at the Purchased Assets following the Closing, all Liabilities arising in connection with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation such contracts and all Liabilities arising from the decision extraction of Buyer not to offer employment to any such employeesequipment following the Closing; and (ij) all liabilities Liabilities arising before the Closing under any Assumed Contracts or Assumed Governmental Authorizations as set forth in Schedule 2.1(d), and obligations all Liabilities arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by under each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code Post-closing Assumed Contracts before, in each case, the time such Post-closing Assumed Contract was assigned to or section 4001 of ERISAassumed by Purchaser.

Retained Liabilities. The Notwithstanding anything contained in this Agreement to the contrary, Purchaser does not assume or agree to pay, satisfy, discharge, or perform, and will not be deemed by virtue of the execution and delivery of this Agreement or any document delivered at the Closing pursuant to this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge, or perform, any liability, obligation, or indebtedness set forth below (such liabilities and obligations which shall be retained by each of the Sellers (Seller or RII being referred to herein as the "Retained Liabilities"): (a) shall consist of all obligations or liabilities of such Seller or RII or any predecessor or Affiliate thereof (including, without limitation, with respect to any environmental matters) which relate to any of the Excluded Assets or which relate to any business or operations (other than Assumed Liabilitiesthe Business or the Purchased Assets) conducted by Parent, Kronos Inc., Seller or any of their respective Affiliates; (b) all obligations or liabilities of Seller or RII or any predecessor or Affiliate thereof relating to Income Taxes with respect to the Business attributable to periods ending on or prior to the Closing Date or to the pre-Closing portion of any taxable period that includes but does not end on the Closing Date, including, without limitation, (i) any liability of Seller or RII for any Income Taxes arising because Seller or RII is transferring the following: Purchased Assets or because Seller or RII has an excess loss account (awithin the meaning of Treas. Reg. SS1.1502-19) in the stock of any of the Subsidiaries, or because Seller or RII has deferred gain on any deferred intercompany transaction (within the meaning of Treas. Reg. SS1.1502-13) and (ii) all liabilities of each Seller relating to indebtedness and RII for borrowed money whether the unpaid Income Taxes of persons other than Seller and Subsidiaries under Treas. Reg. SS1.1502-6 (or not such liabilities are reflected on the Seller Financial Statements; (b) all liabilities any similar provision of each Seller state, local, or the Stockholder resulting fromforeign law), constituting as a transferee or relating to a breach of any of the representationssuccessor, warrantiesby contract, covenants or agreements of the such Seller or the Stockholder under this Agreementotherwise; (c) all obligations or liabilities of each Seller for Taxes, including any gain and income from or RII arising out of or relating to this Agreement or the sale of the Assets and other transactions contemplated hereinhereby and all obligations or liabilities for any legal, accounting, investment banking, brokerage, or similar fees or expenses incurred by Seller or RII in connection with, resulting from, or attributable to the transactions contemplated by this Agreement; (d) all obligations or liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred any indebtedness for borrowed money incurred with respect to herein) or other claims pertaining to the Business or the Purchased Assets which relate to time periods or events occurring on or prior to the Closing Date; (e) all liabilities of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and Date pursuant to any indenture, mortgage, loan, letter of credit, or other credit Contract under which the Seller or RII has borrowed or is entitled to borrow any money or issued any note, bond, indenture, or other evidence of indebtedness for borrowed money, or any guarantee or other contingent liability in respect of such Seller based on its tortuous or illegal conduct; (f) any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance indebtedness of this Agreementany other Person, including, without limitationlimitation any obligations or liabilities of Seller or RII pursuant to the Amended and Restated Bank Credit Agreement dated as of January 30, all legal1997 among Seller, accountingcertain of the Subsidiaries, brokers'The Chase Manhattan Bank, finders' N.A., and the other professional fees and expenses; (g) all liabilities incurred by each Seller after the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employeeslenders named therein; and (ie) except (x) as specifically provided in Sections 2.1(b), 2.1(c) and 9.1, or (y) to the extent of the amount accrued on the Closing Statement prepared pursuant to Section 3.2(c), all obligations or liabilities and obligations (contingent or otherwise) of Seller arising out of, resulting from, from or relating to (i) the employment or termination of employment of any employee benefit planEmployee before the Closing Date, program, (ii) Employee Plans (including claims arising thereunder and relating to the period prior to the Closing Date) and (iii) post-retirement medical and/or life insurance benefits coverage of current or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISAformer non-bargaining unit Employees and their eligible dependents.

Retained Liabilities. The liabilities Without limiting the indemnity provisions set forth in Section 14.3, Seller shall retain and obligations which shall be retained by each pay, perform, fulfill, and discharge any and all liabilities, Losses, duties or obligations, known or unknown relating to any of the Sellers following (collectively, the "“Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, including, without limitation, the following:”): (a) all liabilities of each any Seller relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial StatementsTaxes; (b) all liabilities of each any matters required to be borne, paid or retained by Seller or the Stockholder resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this AgreementSection 2.3; (c) all any intercompany Losses or liabilities between Seller and any of each Seller for Taxes, including any gain and income from the sale of the Assets and its Affiliates other transactions contemplated hereinthan Property Expenses; (d) all Seller’s or its Affiliates’ responsibilities or liabilities for all environmentalunder ERISA or the Code applicable to their respective employees, ecologicaland any obligations or liabilities owed to, healthor arising out of any of Seller’s employment or service provider relationships with any of their employees or service providers or out of or with respect to any Benefit Plan or under any applicable Law with respect thereto, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Business or the Purchased Assets which relate extent attributable to time periods or events occurring on or that occurred prior to the Closing Date; (e) all liabilities of each Seller and obligations arising from the litigation identified on Schedule 6.7 (or that should have been set forth on Schedule 6.7 in connection with its operations unrelated order for Seller’s representation in Section 6.7 to the Business be true and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation correct at and as of the Business prior to Execution Date and the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conductDate); (f) any liability personal injury or obligation incurred by each Seller in connection with death occurring on, attributable to, or arising out of, the negotiation, execution ownership of the Assets prior to the Closing Date (except for any personal injury or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expensesdeath attributable to or resulting from an Assumed Environmental Liability or Buyer’s access pursuant to Section 3.2(a)); (g) all liabilities incurred by each the Fraud, gross negligence or willful misconduct of Seller after Group in connection with the Closing Dateownership of the Assets prior to Closing; (h) all liabilities the disposal or obligations associated with a Seller's employees, including but not limited transportation of any Hazardous Substances by or on behalf of Seller by the Seller or any Affiliate thereof from any location that is on or within any of the Assets to any liability location that is not on or obligation under within any of the Assets in connection with Seller’s ownership of such Assets prior to Closing; (i) any penalties or with respect to fines imposed by a Governmental Authority levied at any collective bargaining agreementtime against Seller or imposed or assessed at any time related to, employment agreement, unemployment or workers' compensation lawsarising out of, or based on Seller’s ownership of the Assets prior to the Closing; (j) any liability Excluded Assets (including the ownership or obligation arising from the decision of Buyer not to offer employment to any such employeesoperations thereof); and (ik) all liabilities and obligations arising out offrom any payment, resulting fromnonpayment, mis-calculation or relating mispayment by or on behalf of Seller or any of its Affiliates (including any third Person payor remitting amounts on behalf of Seller or any of its Affiliates) of any Burdens with respect to the Assets in connection with any Third-Party Claim or otherwise, in each case, attributable to periods prior to the Effective Time; By retaining any liabilities or obligations in this Section 14.2, Seller and Buyer do not intend to admit, and shall not be deemed to have admitted, any liability to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISAthird Person.

Retained Liabilities. The liabilities and obligations which shall be retained by each With the exception of the Sellers (the "Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, includingthe Buyer shall have no liability or obligation for any debt, without limitationliability or obligation of the Seller or any of the Seller’s Affiliates (meaning, for the purposes of this Agreement, any other person or entity (“Person”) that, directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, another Person (“Affiliates”), or any claim by a third party against any of the foregoing, whether known or unknown, contingent or absolute, or otherwise, and the Seller expressly retains responsibility for all such liabilities (collectively, the following“Retained Liabilities”). Without limiting the foregoing sentence, the Seller shall remain liable and continue to be responsible for, and the Buyer shall have no responsibility with respect to, any of the following Retained Liabilities: (a) all liabilities and obligations with respect to any indebtedness of each Seller relating the Seller, including, without limitation, any and all indebtedness to indebtedness for borrowed money whether banks or not such other institutional lenders and any and all accounts payable or accrued liabilities are reflected on incurred or outstanding as of the Closing Date, including, without limitation, all liabilities and obligations whatsoever with respect to the Assumed Contracts, including all liabilities under any Assumed Contract, if the Seller Financial Statementsshall not have obtained, prior to the Closing Date, any consent required to be obtained from any Person with respect to the assignment or delegation to the Buyer of any rights or obligations under such Assumed Contract (other than work to be performed thereunder by the Buyer after the Closing Date and any Assumed Liabilities), and all liabilities and obligations whatsoever with respect to any owned or leased real property; (b) all liabilities and obligations for Taxes of any kind, including, without limitation, income, excise, gross receipts, personal property, real property, sales, use, ad valorem, transfer, franchise, profits, license, withholding, payroll, employment, severance, stamp, occupation, windfall profits, social security, unemployment or other Taxes and any interest or fines associated therewith, and any and all penalties, charges or other assessments relating thereto, imposed by the United States or any other agency or instrumentality of the United States, including the Internal Revenue Service, any state, county, local or foreign government, or any agency or instrumentality thereof (individually, a “Tax,” collectively, “Taxes,” and each Seller return filed with respect thereto, a “Tax Return”), including, but not limited to, Taxes related to, or the Stockholder resulting arising from, constituting the transactions contemplated by this Agreement or relating to a breach of any of the representationsTransaction Documents, warranties, covenants or agreements liabilities or obligations with respect to the administration or termination of any Employee Plan of the such Seller or the Stockholder under this AgreementSeller; (c) all liabilities of each Seller and obligations for Taxespersonal injury, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmentalsexual harassment, ecological, health, safety, products liability (except as specifically referred to herein) sexual or other claims pertaining to the Business physical abuse, death, property damage, breach of contract or the Purchased Assets which relate to time periods consequential, punitive or other damages of any kind based upon events occurring on or prior to the Closing Date; (ed) all liabilities and obligations with respect to employees or former employees or contractors or former contractors of each the Seller arising (or the dependents, beneficiaries, heirs or assignees of any such persons), whether for accident, disability, or workers compensation insurance or benefits, employment discrimination or wrongful termination of employment, back pay, payments in connection with its operations unrelated respect of accrued vacation, sick or other paid time off, relocation expenses, travel expenses, sickness or other health problems or conditions (whether or not covered by the Seller’s insurance policies), including, without limitation, any severance obligations or other costs of terminating employees or contractors wherever located resulting from any termination or cessation (or deemed termination or cessation) of employment or engagement occurring on or prior to the Business and all liabilities Closing Date (including including, but not limited to, any liability pursuant to any claim, litigation such termination or proceeding) cessation occurring in connection with the operation transactions contemplated by this Agreement or any of the Business Transaction Documents), from whatever source such obligations or costs arose or may arise, including, without limitation, contractual obligations, notices to employees, employment manuals, course of dealings, past practices, obligations relating to Section 280G or 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) and all regulations promulgated thereunder as in effect from time to time; (e) any fact, event, circumstance, omission or condition, whether known or unknown, arising or existing on or prior to the Closing except as otherwise specifically provided herein and Date pertaining to any liability operations or activities of such Seller based on its tortuous the Seller, the Business or illegal conductthe Purchased Assets, including, without limitation, service, maintenance, delivery, or deficient or defective product claims; (f) any liability claim, suit, action, proceeding or obligation incurred by each Seller investigation pending, threatened, made, filed or otherwise initiated and outstanding as of the Closing Date in connection with the negotiationSeller with respect to the Business, execution the Business or performance of this Agreementthe Purchased Assets, arising from, or in connection with, any act or omission on or prior to the Closing Date, including, without limitation, all legalthe claims, accountingsuits, brokers'actions, finders' and other professional fees and expensesproceedings or investigations disclosed by the Seller in Schedule 3.13; (g) all liabilities incurred of the Seller arising from or relating to any action taken by each the Seller, or any failure on the part of the Seller to take any action, at any time after the Closing Date; (h) all liabilities that are inconsistent with or obligations associated with a Seller's employeesconstitute an inaccuracy in, including but not limited to or that arise or exist by virtue of any liability breach of, (x) any representation or warranty made by the Seller in any of the Transaction Documents, or (u) any covenant or obligation under or with respect to of the Seller contained in any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from of the decision of Buyer not to offer employment to any such employees; andTransaction Documents; (i) all other liabilities of the Seller that are not referred to specifically in Schedule 1.2; and (j) all liabilities arising out of or relating to the execution, delivery or performance of any of the Transaction Documents, and all costs and expenses incurred by the Seller in connection with the transactions contemplated by this Agreement and the Transaction Documents, including, without limitation, all liabilities and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISArespect thereto.

Retained Liabilities. The liabilities US Purchaser shall not assume or pay any, and obligations which W▇▇▇▇ US shall continue to be retained responsible for each, Liability of W▇▇▇▇ US whether or not relating to the US Business, not expressly assumed by each of the Sellers US Purchaser in Section 2.6 (collectively, the "US Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, including). Specifically, without limitationlimiting the foregoing, the US Retained Liabilities shall include the following: (a) all liabilities any Liability arising out of each Seller or relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statementsclosing of the manufacturing facility located at the Retained Leased Property; (b) all liabilities any Indebtedness of each Seller or the Stockholder resulting from, constituting or relating to a breach of any of the representations, warranties, covenants or agreements of the such Seller or the Stockholder under this AgreementW▇▇▇▇ US; (c) all liabilities of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated hereinLiability relating to Pentland; (d) accrued expenses relating to any employees of W▇▇▇▇ US other than the Transferred Employees; (e) all liabilities for all environmentalobligations and Liabilities arising out of any claim, ecologicalaction, healthsuit or proceeding, safetyincluding Environmental Claims, products liability (except as specifically referred with respect to herein) or other claims pertaining to the Business or the Purchased Assets for which relate to time periods the actions, omissions or events occurring giving rise to the claim, action, suit or proceeding occurred on or prior to the Closing Date; (e) all liabilities , notwithstanding the discovery of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claimthose actions, litigation omissions or proceeding) in connection with the operation of the Business prior to events after the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous Date or illegal conductthe disclosure thereof in the Disclosure Schedule; (f) any liability Liability arising out of or obligation incurred by each Seller in connection with relating to the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expensesUS Retained Assets; (g) all liabilities incurred by each Seller after the Closing Dateany Liability of Katy allocated to W▇▇▇▇ US including but not limited to Liabilities arising out of or related to workers' compensation, general liability or health insurance; (h) any Liability (whether direct or as a result of successor liability, transferee liability, joint and several liability, or contractual liability) of W▇▇▇▇ US for Taxes (including all liabilities income Taxes of W▇▇▇▇ US incurred on, after, or obligations associated with before the Closing Date) that are unrelated to the Purchased Assets, the US Business, or the Transferred Employees (whether accrued or payable on, after, or before the Closing Date and whether or not reserved for on the Final Closing Balance Sheets) and any Liability (whether direct or as a Seller's employeesresult of transferee liability, joint and several liability, or contractual liability) for Taxes (other than Assumed Taxes) for periods (or portions thereof) ending on the Closing Date that are related to the Purchased Assets, the US Business, or the Transferred Employees (whether accrued or payable on, after, or before the Closing Date and whether or not reserved for on the Final Closing Balance Sheets); (i) any Liability arising from claims, proceedings or causes of action resulting from property damage (including but not limited to cargo claims) or personal injuries (including death) caused by products sold or services rendered by W▇▇▇▇ US, notwithstanding the disclosure thereof in the Disclosure Schedule; (j) any liability Liability arising from guarantees, warranty claims or obligation under or other Contract terms with respect to products sold or services rendered by W▇▇▇▇ US; (k) any collective bargaining agreementpension, employment agreementretirement, unemployment deferred compensation or workers' compensation lawssimilar Liability; (l) any accrued insurance charges or insurance claims, retroactive insurance rate adjustments or insurance premiums payable for pre-Closing periods; (m) any liability or obligation arising from the decision Change of Buyer not to offer employment to any such employeesControl Payment; and (in) all liabilities and obligations arising out of, resulting from, or relating any amounts payable by W▇▇▇▇ US to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISAits Affiliates.

Retained Liabilities. The liabilities and obligations which shall be retained by each of Other than the Sellers (the "Retained Liabilities") shall consist of all liabilities of such Seller other than Assumed Liabilities, includingPurchaser shall assume no liabilities and shall not be liable or responsible for any Liability of Seller, without limitationany direct or indirect subsidiary of Seller (each, a “Subsidiary”) or any Affiliate of Seller (collectively, the following“Retained Liabilities”). Without limiting the foregoing, the Retained Liabilities shall include, and Purchaser shall not be obligated to assume, and does not assume, and hereby disclaims any of the following Liabilities of Seller, its Subsidiaries or its Affiliates: (a) all liabilities of each Any Liability attributable to any assets, properties or Contracts that are not included in the Purchased Assets, except Liabilities attributable to Non-Assignable Assets, for which Seller relating and Purchaser have reached a mutually acceptable arrangement pursuant to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial StatementsSection 1.5(b); (b) all liabilities of each Seller or the Stockholder resulting from, constituting or relating to a breach Any Liability for breaches of any Transferred Contract on or prior to the Closing Date and for breaches of any other Transferred Contract or any Liability for payments or amounts due under any Contract on or prior to the representations, warranties, covenants Closing Date and for payments or agreements of the such Seller or the Stockholder amounts due under this Agreementany other contract; (c) all liabilities of each Any Liability to GSI Commerce, Inc. under the Asset Purchase Agreement by and between Seller for Taxesand ▇▇▇▇▇▇▇.▇▇▇ dated December 6, including 2002 or any gain Liability to ▇▇▇.▇▇▇, Inc. or Ice Diamond, LLC or their respective successors or assigns, under the Asset Purchase Agreement by and income from among Seller, ▇▇▇.▇▇▇, Inc. and Ice Diamond, LLC, dated May 11, 2006 (the sale “Ice Agreement”), or any of the Assets and other transactions contemplated hereinagreements entered into in connection therewith; (d) all liabilities Any Liability for all environmentalTaxes attributable to or imposed upon Seller or its Affiliates for any period, ecological, health, safety, products liability (except as specifically referred or attributable to herein) or other claims pertaining to the Business or imposed upon the Purchased Assets which relate to time periods or events occurring on or prior to the Closing Date, including any Transfer Taxes; (e) all liabilities of each Seller arising in connection Any Liability for or with its operations unrelated respect to the Business and all liabilities (any loan, other indebtedness, or account payable, including any liability pursuant such Liabilities owed to any claim, litigation or proceeding) in connection with the operation Affiliates of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conductSeller; (f) any liability Any Liability arising from accidents, occurrences, misconduct, negligence, breach of fiduciary duty or obligation incurred statements made or omitted to be made (including libelous or defamatory statements) on or prior to the Closing Date, whether or not covered by each Seller in connection with the negotiation, execution workers’ compensation or performance other forms of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expensesinsurance; (g) all liabilities incurred by each Seller after Any Liability arising as a result of any legal or equitable action or judicial or administrative proceeding initiated at any time, to the extent related to any action or omission on or prior to the Closing Date, including any Liability for (i) infringement or misappropriation of any Intellectual Property Rights or any other rights of any Person (including any right of privacy or publicity); (ii) breach of product warranties; (iii) injury, death, property damage or other losses arising with respect to or caused by Seller Products or the manufacturer or design thereof; or (iv) violations of any Legal Requirements (including federal and state securities laws); (h) all liabilities Any Liability incurred in connection with the making or obligations associated performance of this Agreement and the Transaction; (i) Any Liability incurred in connection with a Seller's employeesviolation of or arising under any environmental laws; (j) Any Liability for expenses and fees incurred by Seller incidental to the preparation of the Transaction Agreements, preparation or delivery of materials or information requested by Purchaser, and the consummation of the Transaction, including but all broker, counsel and accounting fees and Transfer Taxes; (k) Any Liability arising out of transactions, commitments, infringements, acts or omissions not limited in the ordinary course of business; (l) Any Liability arising out of any Seller Benefit Plan or contract of insurance for employee group medical, dental or life insurance plans; (m) Any Liability for making payments of any kind to any liability employees (including as a result of the Transaction, the termination of an employee by Seller, or obligation under other claims arising out of the terms of employment with Seller) or with respect to any collective bargaining agreementpayroll taxes; (n) Any Legal Requirement applicable to Seller, employment agreement, unemployment the Purchased Assets or workers' compensation laws, the Retained Liabilities on or prior to the Closing Date or any liability Liability for a violation of such a Legal Requirement; (o) Any Liability to any stockholders of Seller; (p) Any Liability for credit balances, credit memos and all other amounts due to dealers, distributors and customers; (q) Any Liability related to or obligation arising from the decision acquisition of Buyer not to offer employment to any such employees; andthe WOW Business by Seller; (ir) all liabilities and obligations Any Liability associated with the Federal CAN-SPAM Act or violations of Seller’s privacy policies associated with collection, retention, use, transfer or sale of customer information; (s) Any costs or expenses associated with the contracts with MSN or NextJump set forth on Schedule 4.31 of the Seller Disclosure Schedule; (t) Any Liability arising out ofof or in connection with the sale of any decoded inventory by Seller; or (u) Any costs or expenses incurred in connection with shutting down, resulting from, deinstalling and removing equipment not purchased by Purchaser and any costs or relating to expenses associated with any employee benefit plan, program, or arrangement maintained or contributed to Contracts not assumed by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISAPurchaser hereunder.

Retained Liabilities. The Sellers shall retain, and the Purchaser shall not assume, all of the following liabilities and obligations which shall be retained by each of the Sellers (the "“Retained Liabilities"”): (a) shall consist Liabilities arising out of all liabilities or relating to the Excluded Assets; (b) Liabilities arising out of or relating to the Retained Employee Plans; (c) Liabilities set forth on Schedule 2.04(c) of the Seller Disclosure Schedules; (d) Liabilities arising out of or relating to employment, compensation, employee benefits, severance or termination of (i) any individual previously employed by the Sellers with respect to the Business (including any officer or director) that is not employed by the Sellers as of the Closing Date and their respective dependents and beneficiaries, (ii) any individual previously rendering services to the Sellers with respect to the Business, including any independent contractor or consultant, who is not rendering such Seller services as of the Closing Date and (iii) until such time as the applicable Retained Contract is assigned to the Purchaser, each Post-Closing Assigned Contract Employee, in each case whether arising prior to, on or after the Closing Date, other than with respect to clauses (i), (ii) and (iii) above, any liabilities that the Purchaser is expressly required to assume under Section 6.08; provided, however, that, automatically upon the assignment of each Retained Contract to the Purchaser, all such liabilities relating to the Post-Closing Assigned Contract Employees related to such Retained Contract shall immediately become Assumed LiabilitiesLiabilities without further action required by the Purchaser or the Sellers; (e) Liabilities for (i) Income Taxes relating to any periods (or portions thereof) prior to the Closing Date (with respect to the Business, the use of the Purchased Assets or otherwise), (ii) except as provided in Section 6.07(b), Taxes arising in connection with the consummation of the transactions contemplated hereby, (iii) Taxes described in the Seller Disclosure Schedules (including, without limitation, Schedules 4.05(b) and 4.05(d) thereof); and (iv) the following: (a) all liabilities of each Seller relating to indebtedness for borrowed money whether or not such liabilities are reflected on the Seller Financial Statements; (b) all liabilities of each Seller or the Stockholder resulting from, constituting or relating to a breach unpaid taxes of any Person under Treas. Reg. §1.1502-6 (or any similar provision of the representationsstate, warrantieslocal, covenants or agreements of the non-U.S. law), as a transferee or successor, by contract, or otherwise, except, in each case, such Seller or the Stockholder under this Agreement; (c) all liabilities of each Seller for Taxes, including any gain and income from the sale of the Assets and other transactions contemplated herein; (d) all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining Taxes to the Business or extent specifically included in the Purchased Assets which relate to time periods or events occurring on or prior to Final Working Capital Statement and taken into account in determining the Closing Date; Purchase Price adjustment under Section 2.08 (e) all liabilities of each Seller arising in connection with its operations unrelated to the Business and all liabilities (including any liability pursuant to any claim, litigation or proceeding) in connection with the operation of the Business prior to the Closing except as otherwise specifically provided herein and any liability of such Seller based on its tortuous or illegal conduct;“Retained Tax Liabilities”); and (f) any liability or obligation incurred by each Seller in connection with the negotiation, execution or performance of this Agreement, including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses; (g) all liabilities incurred by each Seller after the Closing Date; (h) all liabilities or obligations associated with a Seller's employees, including but not limited to any liability or obligation under or with respect to any collective bargaining agreement, employment agreement, unemployment or workers' compensation laws, or any liability or obligation arising from the decision of Buyer not to offer employment to any such employees; and (i) all liabilities and obligations arising out of, resulting from, or relating to any employee benefit plan, program, or arrangement maintained or contributed to by each Seller, or any entity which is or has been aggregated with such Seller for purposes of section 414 of the Code or section 4001 of ERISAIntercompany payables.