Common use of Retained Liabilities Clause in Contracts

Retained Liabilities. (a) Seller shall retain and pay, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (i) liabilities for unpaid Taxes (as defined in Section 2.10); (ii) all obligations or liabilities of Seller that relate to any of the Excluded Assets; (iii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3

Retained Liabilities. (a) Seller shall retain and Notwithstanding anything contained in this -------------------- Agreement to the contrary, Buyer does not assume or agree to pay, satisfy, discharge or perform, and perform will not be deemed by virtue of the execution and delivery of this Agreement or any and all obligations and liabilities not expressly assumed document delivered at the execution of this Agreement, or as a result of the consummation of the transactions contemplated by Purchaser in Section 1.06 abovethis Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability or obligation of the Seller other than the Assumed Liabilities, including any of the following liabilities or obligations and liabilities of the Seller (all such obligations and liabilities, the "Retained Liabilities"): (i) liabilities for unpaid Taxes (as defined in Section 2.10); (ii) all 2.2.1 All obligations or liabilities of Seller that or any predecessor or Affiliate of Seller which relate to any of the Excluded Assets; 2.2.2 Other than taxes expressly allocated pursuant to other provisions of this Agreement, tax liabilities of any and all kinds (iiifederal, state, local, and foreign) all obligations or of Seller including, without limitation, any liabilities for taxes on or measured by income, liabilities for withheld federal and state income taxes and employee F.I.C.A. (Federal Insurance Contribution Act) or employer F.I.C.A., and liabilities for income taxes arising as a result of the transfer of the Station Assets or otherwise by virtue of the consummation of the transactions contemplated hereby. 2.2.3 All liabilities or obligations of Seller owed to any borrowed money incurred of Seller or its Affiliates (as hereinafter defined); 2.2.4 All liabilities or obligations arising out of any breach by Seller whether pre-petition or post-petitionany predecessor or Affiliate of Seller of any of the terms or conditions of any provision of any Real Estate Lease or Contract; (iv) all 2.2.5 All liabilities and obligations and liabilities of Seller or any predecessor or Affiliate of Seller resulting from, caused by or arising out of, directly any violation of law; 2.2.6 Any claims, liabilities, and obligations of Seller as an employer, including, without limitation, liabilities for wages, supplemental unemployment benefits, vacation benefits, severance benefits, retirement benefits, COBRA benefits, FAMLA benefits, WARN obligations and liabilities, or indirectlyany other employee benefits, withholding tax liabilities, workers' compensation, or unemployment compensation benefits or premiums, hospitalization or medical claims, occupational disease or disability claims, or other claims attributable in whole or in part to employment or termination by Seller or arising out of any labor matter involving Seller as an employer, and any claims, liabilities and obligations arising from or relating to the conduct Employee Benefit Plans. 2.2.7 Any claims, liabilities, losses, damages, or expenses relating to any litigation, proceeding, or investigation of any nature arising out of the operations of the Stations on or prior to the Closing Date including, without limitation, any claims against or any liabilities for injury to or death of persons or damage to or destruction of property, any workers' compensation claims, and any warranty claims. 2.2.8 Except as provided in Section 3.3, any accounts payable, other indebtedness, obligations or accrued liabilities of Seller's business . 2.2.9 Any liabilities or ownership obligations resulting from the failure to comply with or lease imposed pursuant to any environmental protection, health, or safety laws or regulations or resulting from the generation, storage, treatment, transportation, handling, disposal, release of any of its properties or assets or any properties or assets previously used hazardous substances, solid wastes, and liquid and gaseous matters by Seller at and by any time other person in relation to Seller or the Stations, including, without limitation, any liability or obligation for cleaning up waste disposal sites from or related to acts or omissions on or prior to the Closing Date. 2.2.10 Any fees and expenses incurred by Seller in connection with negotiating, including such of the foregoing as constitutepreparing, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writingclosing, and whether covering one person or more than one personcarrying out this Agreement and the transactions contemplated by this Agreement, sponsored or maintained by Seller. For the purposes hereofincluding, without limitation, the term "employee benefit plan" includes all plansfees and expenses of Seller's attorneys, fundsaccountants, pension funds, programs, policies, arrangements, practices, customs consultants and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3brokers.

Retained Liabilities. Except for the Assumed Liabilities and Purchaser’s pro rata portion of any Shared Liabilities (a) Seller as hereinafter defined), it is expressly understood and agreed that Purchaser shall retain and paynot assume or have any responsibility with respect to any Liability of the Seller, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 aboveregardless of the nature thereof, including the following obligations and liabilities (all such obligations and liabilitiesany Liabilities arising from or in connection with, or attributable or related to, the "Retained Liabilities"): Seller’s operation of the Business or the Seller’s ownership, lease or use of the Acquired Assets, including (i) liabilities for unpaid Taxes (as defined in Section 2.10); (ii) all obligations any such Liability arising from events, facts or liabilities of Seller that relate to any of the Excluded Assets; (iii) all obligations circumstances occurring on or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including (ii) any such Liability arising out of the foregoing as constituteemployment, may constitute terms or are alleged to constitute a tort, breach conditions of contractemployment, or violation or requirement termination of employment of any law Person, or governmental regulation; the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and all liabilities Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth described above in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For this Section 2.5 shall be referred to herein collectively as the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3“Retained Liabilities”.

Retained Liabilities. (a) Seller shall retain and shall pay, perform and discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 abovewhen due, including the following liabilities, responsibilities and obligations and liabilities of Seller with respect to the Business (all such obligations and liabilitiescollectively, the "Retained Liabilities"): (i) liabilities for unpaid Taxes (Subject to Section 1.5, all trade payables and other payment obligations of Seller as defined in Section 2.10)of the Closing Date; (ii) all obligations or liabilities All long-term debt of Seller that relate and debt of Seller owed to any one or more of the Excluded Assetsits Affiliates; (iii) Subject to Section 1.5, all obligations taxes and assessments relating to the operation of the Business (other than Transfer Taxes) on or liabilities before the Closing Date for any borrowed money incurred by Seller whether pre-petition the use, ownership or post-petitionoperation of the Transferred Assets on or before the Closing Date; (iv) all All liabilities and obligations and liabilities resulting from, caused by arising on or arising out of, directly or indirectly, before the conduct of Closing Date with respect to Seller's business employees that may be hired by Buyer (the "Hired Employees"), including (a) all liabilities, responsibilities and obligations arising on or ownership before the Closing Date relating to collective bargaining agreements or lease of other union contracts, and (b) any of its properties such liabilities or assets or any properties or assets previously used by Seller at any time prior 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, including such of Date with respect to the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulationHired Employees; (v) All liabilities, responsibilities and obligations arising out of or related to any and all liabilities actions, lawsuits or legal proceedings based on facts, circumstances or conditions arising, existing or occurring on or before the effective time of Seller Closing, regardless of whether known or unknown, asserted or unasserted, as of the Closing, including any liability under any employee benefit plansclaim (whether made on or before the Closing Date) relating to the period ending on or before the effective time of Closing which, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For but for the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance consummation of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning transactions contemplated hereby, would have been covered under any insurance policy of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")Seller, and all employee pension benefit plans liability associated with workers' compensation claims incurred but not reported as of the effective time of Closing and workers' compensation claims reported as of the Closing Date but not then due or payable, but expressly excluding any such liability, responsibility or obligation for litigation or claims of any Governmental Authority relating to liabilities and obligations arising under Environmental Laws with respect to the Fee Realty included in the Transferred Assets, unless such liabilities, responsibilities and obligations result from the actions or omissions of Buyer constituting breaches of this Agreement; (vi) All liabilities and obligations for prior period adjustments of revenues from the Business, for any refunds or ▇▇▇▇ credits to ratepayers for overbillings or overearnings occurring or relating to the period prior to the effective time of Closing, and for all toll revenues, settlements, pools, separations studies or similar activities relating to the Exchanges for which Seller is responsible, provided that such liabilities and obligations are asserted within four years of the meaning Closing Date; (vii) All liabilities, responsibilities and obligations arising out of Article 3or occurring or resulting from the use or ownership of the Transferred Assets on or before the Closing Date; and (viii) All liabilities, responsibilities and obligations with respect to the Excluded Assets.

Retained Liabilities. (a) The Parties agree that, except for the Assumed Liabilities, Seller shall retain and pay, discharge and perform satisfy when due all liabilities of any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilitieskind of Seller, the Company or transactions of the 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 ("Retained Liabilities"):). Retained Liabilities shall include, but are not limited to: (ia) any liabilities for unpaid Taxes (as defined in Section 2.10); (ii) all or obligations relating to or liabilities of Seller that relate to any arising out of the Excluded Assets;, and any liabilities or obligations relating to or arising from the 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 (iiib) all any liabilities or obligations for (i) Taxes relating to the Company or liabilities the Company’s transaction of Business, the Purchased Assets or the Assumed Liabilities for any borrowed money incurred by taxable period ending on or prior to the Closing Date and (ii) any other Taxes of Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of Owner for any of its properties or assets or any properties or assets previously used by Seller at any time taxable period prior to the Closing Date, including such of the foregoing as constituteincluding, may constitute or are alleged to constitute a tortbut not limited to, breach of contractpayroll, or violation or requirement of any law or governmental regulationincome, sales and other taxes; (vc) any liabilities or obligations of Seller relating to or arising out of (i) the employment, or termination of employment, of any Employee prior to the Closing, or (ii) workers' compensation claims of any Employee which relate to events occurring prior to the Closing Date; (d) any liabilities or obligations of Seller arising or incurred in connection with the negotiation, preparation, investigation and all 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 Company; (f) any liabilities and obligations of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1on Section 2.04(f) of the Employee Retirement Income Security Act Disclosure Schedules; (g) any environmental claims or liabilities, to the extent arising out of 1974or relating to facts, as amended circumstances or conditions existing on or prior to the Closing Date or otherwise to the extent arising out of any actions or omissions of Seller ("ERISA")h) any recall, and all employee pension benefit plans within design defect, refunds or similar claims of any products manufactured or sold or any service performed by Seller; and (i) any product liability or similar claim for injury to a person or property which arises out of or is based upon any express or implied representation, warranty, agreement or guaranty made by Seller, or by reason of the meaning improper performance or malfunctioning of Article 3a 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 and obligations which shall be retained by the Company (the “Retained Liabilities”) shall consist of all liabilities of the Company other than Assumed Liabilities, including, without limitation, the following: (a) Seller shall retain and payall liabilities of the Company relating to indebtedness for borrowed money whether or not such liabilities are reflected on the unaudited balance sheet of the Company as of March 31, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser 2006, included in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (i) liabilities for unpaid Taxes Financial Statements (as defined in Section 2.10herein); (iib) all obligations or liabilities of Seller that relate the Company or the Sole Member resulting from, constituting or relating to a breach of any of the Excluded Assetsrepresentations, warranties, covenants or agreements of the Company or the Sole Member under this Agreement; (iiic) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petitionof the Company’s trade and accounts payable (billed and unbilled); (ivd) subject to Section 6.6(a), all obligations and liabilities resulting from, caused by of the Company for Taxes (as hereinafter defined) incurred on or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such without limitation, with respect to the operations or income of the foregoing as constituteCompany on or prior to the Closing Date, may constitute all sales, use and withholding Taxes, and any gain or are alleged to constitute a tort, breach income from the sale of contract, or violation or requirement of any law or governmental regulationthe Purchased Assets and the transactions contemplated herein; (ve) any all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Company’s business or the Purchased Assets which relate to time periods or events occurring on or prior to the Closing Date; (f) all liabilities of 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 Seller the Company’s Business prior to the Closing except as otherwise specifically provided herein; (g) any liability of the Company based on its tortious or illegal conduct; (h) any liability or obligation incurred by 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; (i) all liabilities incurred by the Company after the Closing Date; and (j) all liabilities or obligations associated with 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 employee benefit plansemployment, whether formal consulting, independent contractor, agency or informalsimilar agreement any plan, whether 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 by the Buyer not set forth in writing, and whether covering one person to offer employment or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value continued service to any employee, former employeeconsultant, contractor or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance agent of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3Company.

Retained Liabilities. The Assumed Liabilities shall specifically exclude any and all other Liabilities (the “Retained Liabilities”), including: (a) Seller shall retain and payall Liabilities in connection with, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (i) liabilities for unpaid Taxes (as defined in Section 2.10); (ii) all obligations or liabilities of Seller that relate to any of the Excluded Assets; (iii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct ownership, operation or control of Seller's business the Acquired Assets or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time the Business prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (vb) all interest and fees accrued on the Warehouse Line with regard to periods, or portions of periods, ending before the Closing Date; (c) all amounts payable by Transferor to an Affiliate of Transferor; (d) all Liabilities (regardless of whether the Liability arises prior to, on or 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 legal, accounting, brokerage, finders fees, if any, or other expenses of Transferor in connection with this Agreement or the consummation of the transactions contemplated hereby; (f) any Liability (A) for any Taxes of Transferor or 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 this Agreement other than those Transfer Taxes for which Acquiror is responsible in accordance with Section 10.01; (g) 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 Transferor prior to the Closing Date; (h) all liabilities Liabilities in respect of Seller under any employee benefit plans, whether formal or informal, whether or not the Excluded Assets; and (i) all Liabilities set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"on Schedule 3.02(i), and all employee pension benefit plans within the meaning of Article 3.

Retained Liabilities. Except only as otherwise expressly provided in the Assignment and Assumption Agreement with respect to the Assumed Liabilities, neither ITS nor Acquisition Sub assume any duties, responsibilities, debts, liabilities, expenses, accounts payable or other obligations of any kind or nature whatsoever of Seller or Parent. Seller or Parent will timely and fully satisfy all such unassumed duties, responsibilities, debts, liabilities, expenses, accounts payable and other obligations (a“Retained Liabilities”) Seller shall retain when and pay, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including as they become due. The Retained Liabilities include the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): of Seller or Parent (i) liabilities for unpaid Taxes (as defined in Section 2.10); the Existing Litigation; (ii) all obligations Taxes due or liabilities payable by Seller or Parent, including all sales and use Taxes and all franchise, income and loan taxes which have been assessed by the Pennsylvania Department of Seller that relate to any of the Excluded Assets; Revenue; (iii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any and all liabilities of Seller or Parent under or with respect to any employee benefit benefits plans, whether formal or informal, whether or not set forth in writinghealth and welfare plans and programs, and whether covering one person the 401(k) plan or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of under the Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”), including for any and all employee pension benefit plans within welfare and health care continuation requirements under Section 4980B of the meaning Internal Revenue Code of Article 31986 and Part G of Subtitle B of Title 1 of ERISA (“COBRA”) for all former and existing employees of Seller or Parent and with respect to any M&A Qualified Beneficiary (as defined in the COBRA regulations) as a result of this Agreement or the Acquisition; (iv) without limiting clause (iii) and in addition thereto, all obligations and liabilities whatsoever for any employees, agents, sales or other personnel of Seller or Parent or who are otherwise connected with Seller or the Business, including all liability or responsibility under or relating to labor or employment agreements or arrangements with hourly, salaried or management personnel or arising under any laws, rules or regulations; (v) all liabilities or responsibilities arising from any breach or violation of any law, rule, regulation or order of any governmental authority or agency or court by Seller, Parent or any contractor, employee, agent, or other personnel of Seller or Parent; (vi) all Excluded Obligations; and (vii) the Seller Vendor Invoices (as that term is defined in the Assignment and Assumption Agreement.

Retained Liabilities. (a) Seller At Closing, the Sellers shall retain all Liabilities for, and pay, discharge and perform the Purchaser shall not have any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities obligation or Liability concerning (all such obligations and liabilitiescollectively, the "“Retained Liabilities"”): (i) liabilities for unpaid Taxes (as defined in Section 2.10); (ii) all obligations i. any Liabilities under the Retained Business Assets and otherwise Liabilities which have arisen or liabilities of Seller that relate accrued and pertain to any of the Excluded Assets; (iii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time a period prior to the Closing Date, including such including, without limitation, the 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 ii. the payment of all Taxes and assessments; and iii. the employment of any Employees of the foregoing Seller 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 constitutethe 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 (including costs of cleanup, may constitute containment of other remediation) arising from or are alleged to constitute a tort, breach of contractin connection with any Environmental Laws, or violation any environmental, health and safety liabilities arising out of or requirement relating to (i) the ownership or operation by any Person of any law of the facilities, Assets or governmental regulation; the Businesses of Sellers, or (vii) any bodily injury (including illness, disability and all liabilities death, regardless of Seller when any bodily injury occurred, was incurred or manifested itself), personal injury, property damage (including trespass, nuisance, wrongful eviction and deprivation of the use of real property) or other 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 Assets or the Businesses of Sellers that was present or suspected to be present on or 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 or thereafter while any Sublease or SubPermit remains in effect), or (iii) any Hazardous Substance released or allegedly released by any Person on or at the Premises at any time on or prior to the Closing Date or thereafter while any Sublease or Sub-permit remains in effect, it being acknowledged that Liability for any Hazardous Materials first appearing after the 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. vi. The rights and obligations of the Parties under any employee benefit plansthis Section 2.4 shall survive the Skylift Closing or the Closing, whether formal or informalas applicable, whether or not for the period set forth in writing, Section 12.1 and whether covering one person or more than one person, sponsored or maintained by Seller. For subject to the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits limitations of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3liability set out in Section 12.5.

Retained 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 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 and remain Liabilities of the Company (all such Liabilities not being assumed being herein referred to as the “Retained Liabilities”). Notwithstanding any provision in this Agreement or any other writing to the contrary, Retained Liabilities include: (a) Seller shall retain any indebtedness or obligation for borrowed money of the Company and pay, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (i) liabilities for unpaid Taxes (as defined in Section 2.10)its Affiliates; (iib) all obligations except for the Liabilities explicitly set forth on Exhibit 1.2, any Liability relating to employee benefits, compensation arrangements or liabilities of Seller that relate to any of the Excluded Assets; (iii) all obligations employment or liabilities for any borrowed money incurred by Seller whether pre-petition severance agreements existing on or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such 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 foregoing as constituteCompany’s Plans (including, may constitute or are alleged to constitute a tortbut not limited to, breach of contractany Title IV Plan), or violation or requirement of including, without limitation, those Plans specifically listed on Schedule 2.9(a) and any law or governmental regulationEmployee Obligations; (vc) 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 costs and all liabilities expenses incurred or owed in connection with the administration of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereofChapter 11 Case (including the U.S. Trustee fees, the term "employee benefit plan" includes all plansfees and expenses of attorneys, fundsaccountants, pension fundsfinancial advisors, programsconsultants and other professionals retained by the Company, policiesthe creditors’ committee, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, the post-petition lenders or present the pre-petition (the “Chapter 11 Professionals”) lenders incurred or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently owed in connection with the performance administration of the services for which paid. The term "employee benefit plan" includes Chapter 11 Case); (ii) all employee welfare benefit plans within costs and expenses of the meaning Company incurred in connection with the negotiation, execution and consummation of Article 3the transactions contemplated under this Agreement; and (iii) post-petition accounts payable; and (1f) the obligation to pay the Breakup Fee as defined in that certain Purchase Agreement, dated as of February 12, 2005, by and among the Employee Retirement Income Security Act of 1974Company, as amended ("ERISA"), GZ Holding Corp. and all employee pension benefit plans within the meaning of Article 3GMM Trust.

Retained Liabilities. (a) Seller Except as set forth in Sections 11 and 12 hereof, Broker expressly does not, and shall 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 agreement, instrument or document delivered pursuant to or in connection with this Agreement or otherwise by reason of or in connection with the consummation of the transactions contemplated hereby or thereby, to have assumed or to have agreed to pay, satisfy, discharge or perform, any liabilities, obligations or commitments of Licensee of any nature whatsoever whether accrued, absolute, contingent or otherwise and whether or not disclosed by Broker, other than the Station Agreements. Licensee will retain and pay, satisfy, discharge and perform in accordance with the terms thereof, all liabilities and obligations of the Licensee, other than the Station Agreements, including but not limited to, the obligation to assume, perform, satisfy or pay any liability, obligation, agreement, debt, charge, claim, judgment or expense incurred by or asserted against Licensee related to taxes, environmental matters, pension or retirement plans or trusts, profit-sharing plans, employment contracts, employee benefits, severance of employees, product liability or warranty, negligence, contract breach or default, copyright, trademarks, service mark, ▇▇ade name and all other intellectual property, or other obligations, claims or judgments asserted against Broker as successor in interest to Licensee. All such liabilities, obligations and liabilities not expressly assumed by Purchaser commitments of Licensee described in this Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, 12.3 shall be referred to herein collectively as the "Retained Liabilities."): (i) liabilities for unpaid Taxes (as defined in Section 2.10); (ii) all obligations or liabilities of Seller that relate to any of the Excluded Assets; (iii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3

Retained Liabilities. 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 (the “Retained Liabilities”), including the following: (a) Seller shall retain and pay, discharge and perform any and all obligations and liabilities not expressly assumed except as is contemplated by Purchaser in Section 1.06 2.3(b) above, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (i) liabilities for unpaid Taxes (as defined in Section 2.10); (ii) all obligations any product liability or liabilities of Seller that relate to any of the Excluded Assets; (iii) all obligations or liabilities similar claim for any borrowed money incurred injury to person or property, regardless of when made or asserted, which arises out of or is based upon any express or implied representation, agreement or guarantee made by Seller whether pre-petition any FS Tech Entity, or post-petition; (iv) all obligations and liabilities resulting fromalleged to have been made by any FS Tech Entity, caused 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 arising out of, directly or indirectly, the conduct on behalf of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time such FS Tech Entity prior to the Closing Date, including without limitation any claim relating to any product delivered prior to the Closing in connection with the performance of such of the foregoing as constituteservice and any claim seeking recovery for direct, may constitute or are alleged to constitute a tortincidental, breach of contractspecial, or violation consequential damage, lost revenue or requirement of any law or governmental regulationincome; (vb) any federal, state, foreign or local income or other Taxes (x) payable with respect to the Business, Assets, properties or operations of the Sellers or 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 all liabilities incident to or arising as a consequence of Seller the negotiation or consummation by the Sellers or any member of any Affiliated Group of which either is a member of this Agreement and the transactions contemplated hereby; (c) any liability or obligation under or in connection with the Excluded Assets; (d) except as is contemplated by Sections 2.3(c) and (g) above, any employee benefit plansliability or obligation arising prior to or as a result of the Closing to any employee(s), whether formal agents or informalindependent contractors of the Sellers, whether or not set forth in writingemployed 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 whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, (y) the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value “liability or obligation” shall include any monies owed or that may be owed pursuant to any employeecontract, former employeeagreement or understanding, written or present or former beneficiaryverbal, dependent or assignee of between any such Seller and any employee or former employee other than regular salaryof any Seller; (e) any liability or obligation arising prior to the Closing Date related to any real estate and/or environmental matters; (f) any liability or obligation related to any action, wages suit, Proceeding, demand, assessment or commissions paid substantially concurrently 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 performance Neology Lawsuits; (h) any liability or obligation of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within Sellers arising or incurred in connection with the meaning negotiation, preparation and execution of Article 3this Agreement and the transactions contemplated hereby and fees and expenses of the Sellers’ counsel, accountants, financial advisors, and other experts; (1i) any liability or obligation of the Employee Retirement Income Security Act Sellers arising from or incurred in connection with trade compliance, including but not limited to that related to compliance with applicable customs, export controls and sanctions, country of 1974origin, product marking, anti-boycott, free trade agreement and hazardous materials Laws, regulations, rulings, Permits, licenses and Orders; (j) any liability or obligation of the Sellers to pay bonuses or other compensation to any current or former employee of the Business as amended a result of the transactions contemplated by this Agreement ("ERISA"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 defined benefit pension plan in which any of the current or former employees of the Business currently participate or have at any time participated; (l) any liability or obligation of the 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 the Business; (m) 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 all employee pension benefit plans within obligations arising from the meaning recall, design defect or other warranty Claims for any products manufactured or sold or services performed prior to the Closing Date, regardless of Article 3when such Claims are made or asserted.

Retained Liabilities. (a) Seller The Retained Liabilities shall retain remain the sole responsibility of, and pay, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilitiesshall be retained by, the "Company. Retained Liabilities shall mean every Liability of the Company other than the Assumed Liabilities"):, including: (i) liabilities for unpaid Taxes (as defined in Section 2.10any Liability not set forth on Schedule 2.04(a); (ii) all obligations or liabilities of Seller that relate to any of Liability accrued on the Excluded AssetsInterim Financial Statements, other than the Assumed Liabilities; (iii) all obligations any Liability arising out of or liabilities for any borrowed money incurred by Seller whether pre-petition relating to services or post-petitionproducts of the Company or its Subsidiaries to the extent provided, designed, manufactured or sold prior to the Effective Time; (iv) all obligations and liabilities resulting from, caused by any Liability for Taxes incurred on or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such (A) any Taxes arising as a result of the foregoing 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 constitute, may constitute a result of the sale of the Purchased Assets or are alleged the assumption of the Assumed Liabilities pursuant to constitute a tort, breach of contract, or violation or requirement of this Agreement and (C) any law or governmental regulationother Taxes imposed on the Company in any period; (v) any and all liabilities of Seller 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 case to the 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 plansplan” (within the meaning of Section 3(3) of ERISA); (ix) any Liability, whether formal arising or informalrelated 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 writingthe Disclosure Schedules; (xiv) any penalties, fines, settlements, interest, costs and whether covering one person expenses arising out of or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee incurred as a result of any such employee actual or former employee 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 indebtedness for borrowed money of the Company or any Subsidiary of the Company not included in the Assumed Liabilities; (xvi) any Liability of Sellers under this Agreement or any other than regular salary, wages or commissions paid substantially concurrently document executed in connection with the performance transactions contemplated hereby; (xvii) any Liability of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within Company or any of its Subsidiaries based upon their respective acts or omissions occurring after the meaning of Article 3Effective Time; and (1xviii) any Liability of the Employee Retirement Income Security Act Company or any of 1974, as amended ("ERISA"its Subsidiaries not specifically described above but that may otherwise be set forth on Schedule 2.04(b), and all employee pension benefit plans within the meaning of Article 3.

Retained Liabilities. Except for the Assumed Liabilities, Seller shall continue to bear sole responsibility and liability for all other obligations, liabilities, 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 shall retain 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 pay, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities instruments relating thereto (all such obligations and liabilitiescollectively, the "Retained Liabilities"): (i) liabilities for unpaid Taxes (as defined in Section 2.10“Existing Bank Debt”); (iib) all any liabilities or obligations or liabilities of Seller that relate with respect to any transactions of Seller occurring after the Closing; (c) any sales or income tax or other liabilities or obligations of Seller incurred in connection with Seller's operation of the Business or the Assets; (d) any liabilities or obligations of Seller or any contingent liabilities or obligation of Seller arising under or in connection with the Excluded Assets; (iiie) all any liabilities or obligations for a product liability or liabilities similar claim for defective manufacture or injury to person or property, regardless of when made or asserted, which arises out of or is based upon any borrowed money incurred express or implied representation, warranty, agreement or guarantee made by Seller, or alleged to have been made by Seller, or 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 whether pre-petition on or post-petitionprior to the Closing; (ivf) all any liabilities or obligations arising prior to or as a result of the Closing to any employees, agents or 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, caused by relating to or arising out of, directly or indirectly, the conduct of Seller's business conduct; (i) any liabilities or ownership obligations with respect to all present or lease of any of its properties future litigation, proceedings, claims or assets or any properties or assets previously used by Seller at any time investigations based on Seller's conduct prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (vj) any and all liabilities or obligations associated with or relating to any salary or benefits owing to any employee of Seller under or the Business prior to the Closing Date; (k) any employee benefit plansliabilities or obligations to indemnify any person, including, but not limited to any present or past director, officer, employee, partner or agent of Seller whether formal such indemnification is for judgments, damages (as that term is hereinafter defined), penalties, fines, costs, amounts paid in settlement, losses, expenses or informal, whether or not set forth in writing, otherwise and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value such indemnification is pursuant to any employeestatute, former employeeby-law, agreement or otherwise; and (l) any liabilities or obligations of Seller for breach or failure to perform any of the covenants, representations and warranties or agreements contained in, or present or former beneficiarymade pursuant to, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3this Agreement.

Retained Liabilities. The liabilities and obligations which shall be retained by the Company (the “Retained Liabilities”) shall consist of all liabilities of the Company other than Assumed Liabilities, including, without limitation, the following: (a) Seller shall retain and payall liabilities of the Company relating to indebtedness for borrowed money whether or not such liabilities are reflected on the unaudited balance sheet of the Company as of March 31, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser 2005, included in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (i) liabilities for unpaid Taxes Financial Statements (as defined in Section 2.10herein); (iib) all obligations or liabilities of Seller that relate the Company or the Stockholders resulting from, constituting or relating to a breach of any of the Excluded Assetsrepresentations, warranties, covenants or agreements of the Company or the Stockholders under this Agreement; (iiic) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petitionof the Company’s trade and accounts payable (billed and unbilled); (ivd) all obligations and liabilities resulting from, caused of the Company for Taxes (as hereinafter defined) incurred in respect of or measured by the income of the Company earned or arising out of, directly realized on or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such any gain and income from the sale of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulationPurchased Assets and other transactions contemplated herein; (ve) any all liabilities for all environmental, ecological, health, safety, products liability (except as specifically referred to herein) or other claims pertaining to the Company’s business or the Purchased Assets which relate to time periods or events occurring on or prior to the Closing Date; (f) all liabilities of 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 Seller the Company’s Business prior to the Closing except as otherwise specifically provided herein; (g) any liability of the Company based on its tortious or illegal conduct; (h) any liability or obligation incurred by 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; (i) all liabilities incurred by the Company after the Closing Date; and (j) all liabilities or obligations associated with 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 employee benefit plansemployment, whether formal consulting, independent contractor, agency or informalsimilar agreement any plan, whether 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 by the Buyer not set forth in writing, and whether covering one person to offer employment or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value continued service to any employee, former employeeconsultant, contractor or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance agent of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3Company.

Retained Liabilities. (a) Seller shall retain and pay, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser Except as specifically set forth in Section 1.06 above1.5, including the following obligations and liabilities (Seller retains all such obligations and liabilities, the "Retained Liabilities"): Liabilities directly or indirectly arising out of or related to (i) liabilities for unpaid Taxes (as defined in Section 2.10); the Retained Assets and (ii) all obligations or liabilities of Seller that relate to any the operation of the Excluded Assets; (iii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations Business on and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including 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 foregoing as constituteClosing Date (collectively, may constitute the “Retained Liabilities”). Without limiting the generality of the first sentence of this Section 1.4, Buyer shall not assume or are alleged to constitute a tortbecome liable for any obligations or Liabilities of Seller not specifically described in Section 1.5, breach of contractincluding without limitation, the following Retained Liabilities: (a) Any Liability for any incorrect, erroneous, improper or false ▇▇▇▇▇▇▇▇ or requests for reimbursements made by Seller or overpayments received by Seller under any Medicare, Medicaid, or other government or private payor arrangement in respect of goods or services provided on or prior to the Closing Date or any other violation of Laws or requirement of any law Orders on or governmental regulationprior to the Closing Date; (vb) Any Liability for failure by Seller to have complied with the terms of any and all liabilities corporate integrity programs or compliance plans with Regulatory Authorities; (c) Any Liability arising out of any breach by Seller under prior to or on or as a result of the Closing of any employee benefit plansprovision 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, whether formal to any employee, agent, or informalindependent contractor of Seller, whether or not employed by Buyer after the Closing, or under any benefit arrangement with respect thereto; (e) All wages, commissions, vacation, holiday, workers’ compensation and sick pay obligations of Seller with respect to its employees, including, but not limited to, the employees engaged in the operation of the Business listed on Schedule 2.14(a), accrued through the Closing Date and all bonuses and fringe benefits as to such employees accrued through the Closing Date, and all severance pay obligations of Seller to employees resulting from the consummation of the transactions contemplated by the Agreement; (f) Any Liability arising out of any employee benefit plan maintained by or covering employees of Seller, including, but not limited to, the Business Employees, or to which Seller has made any contribution or to which Seller could be subject to any Liability; (g) 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 in connection with the consummation of the transactions contemplated in this Agreement (“Transfer Taxes”) as set forth in writingSection 4.9, and whether covering one person including any Taxes resulting from any gain on the sale of the Assets pursuant to this Agreement, any Taxes related to the Assets or more than one personthe Business with respect to Taxable periods ending on or prior to the Closing Date, sponsored or maintained by Seller. For and in the purposes hereofcase of Taxable periods ending after the Closing Date (but beginning before the Closing Date), the term "employee benefit plan" includes all plansportion of such periods ending on or prior to the Closing Date; and (h) Any Liability related to, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employeearising out of, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently in connection with the performance Parties’ waiver of compliance with any Bulk Transfer Act or any similar statute as enacted in any jurisdiction, domestic or foreign (if applicable), including the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3defenses thereof and reasonable attorneys’ and other professional fees. (1i) of Any Liability resulting from Seller’s acts or omissions made on or prior to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3Closing Date.

Retained Liabilities. (a) Seller Sellers shall retain responsibility for performing when due, and payBuyer shall not assume or have any responsibility for, discharge all liabilities of Sellers related to the Business and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 abovethe Purchased Assets other than the Assumed Liabilities, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (i) liabilities for unpaid Taxes (as defined in Section 2.10); the ownership and operation of the Business and the Purchased Assets prior to the Closing; (ii) all obligations or liabilities of Seller that relate to any of the Excluded Assets; ; (iii) all obligations or liabilities for the termination of any borrowed money incurred by Seller whether pre-petition or post-petition; employees of Sellers who are not Transferred Employees; (iv) all Transferred Employees who do not report for work with Buyer upon the Closing; (v) certain indebtedness of the Sellers set forth on Schedule 1.4; (vi) any refund, recoupment, and any penalty obligations for services rendered and liabilities resulting frombilled by the Business or its employees prior to Closing, caused by regardless of when such obligations are discovered or due; and (vii) any liability relating to or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any employment action or practice in connection with Seller’s employment or termination of its properties employment of any persons currently or assets formerly employed or any properties or assets previously used seeking to be employed by Seller at any time prior to the Closing DateSellers, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, liabilities based upon breach of employment contract, employment discrimination, wrongful termination, wage and hour compliance (including, without limitation, employee classification, overtime and minimum wage obligations), independent contractor classification, health and safety requirements, immigration and/or worker authorization requirements, disability accommodation and leave laws, workers’ compensation, constructive termination, failure to give reasonable notice or violation pay in lieu of notice, severance or requirement of any law termination pay or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plansthe Consolidated Omnibus Budget Reconciliation Act, whether formal or informalas amended, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"amended, the Worker Adjustment Retraining Notification Act of 1988, as amended, the Fair Labor Standards Act, as amended, or the National Labor Relations Act, as amended, or any equivalent state, municipal, county, local, foreign or other Applicable Law. Notwithstanding anything to the contrary contained herein, any amounts that come due pursuant to this Section 1.4(a)(vi) or related to the liabilities listed on Schedule 2.12(b), if any, shall be offset as set forth in Section 7.6(e) subject to Sellers’ and all employee pension benefit plans within Owner’s prior written consent. (a) For the meaning purposes of Article 3this Agreement, the liabilities described in Section 1.4(a) shall collectively be the “Retained Liabilities”.

Retained Liabilities. The liabilities and obligations which shall be retained by the Company (a) Seller shall retain and pay, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"):) shall consist of all liabilities of the Company other than Assumed Liabilities, including, without limitation, the following: (ia) all liabilities of the Company relating to indebtedness for unpaid Taxes (as defined in Section 2.10)borrowed money; (iib) all obligations or liabilities of Seller that relate the Company resulting from, constituting or relating to a breach of any of the Excluded Assetsrepresentations, warranties, covenants or agreements of the Company under this Agreement in accordance with the indemnification provisions of this Agreement; (iiic) all obligations liabilities of the Company for federal, state, local or liabilities for any borrowed money foreign Taxes, including Taxes incurred in respect of or measured by Seller whether pre-petition the income of the Company earned on or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time realized prior to the Closing Date, including such any gain and income from the sale of the foregoing as constituteAssets and other transactions contemplated herein, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulationexcluding those incurred by Buyer in connection with this transaction; (vd) any and all liabilities for all environmental, ecological, health or safety claims to the extent arising out of the operation of the Business or the Purchased Assets by the Company on or before the Closing Date; (e) all liabilities of Seller under the Company arising in connection with its operations unrelated to the Business except as otherwise specifically provided herein or in Schedule 2.3; (f) any employee benefit plansliability of the Company based on its tortious or illegal conduct; (g) any liability or obligation incurred by the Company in connection with the negotiation, whether formal execution or informalperformance of this Agreement, whether including, without limitation, all legal, accounting, brokers', finders' and other professional fees and expenses 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 the Business Employees (as defined in Section 5.5(b)(i)), including but not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value limited to any employeeliability or obligation under or with respect to any collective bargaining agreement, former employeeemployment agreement, any Plan (as defined in Section 3.19), unemployment or present or former beneficiaryworkers' compensation laws, dependent or assignee of any such employee or former employee sales commissions (other than regular salary, wages or commissions paid substantially concurrently with on orders shipped and billed after the performance of the services Closing Date) unless specifically provided for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3elsewhere in this Agreement.

Retained Liabilities. The liabilities and obligations which shall be retained by the Company (the “Retained Liabilities”) shall consist of all liabilities of the Company other than Assumed Liabilities, including, without limitation, the following: (a) Seller shall retain and payall liabilities of the Company relating to indebtedness for borrowed money whether or not such liabilities are reflected on the unaudited balance sheet of the Company as of March 31, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser 2006, included in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (i) liabilities for unpaid Taxes Financial Statements (as defined in Section 2.10herein); (iib) all obligations or liabilities of Seller that relate the Company or the Equityholders resulting from, constituting or relating to a breach of any of the Excluded Assetsrepresentations, warranties, covenants or agreements of the Company or the Equityholders under this Agreement; (iiic) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petitionof the Company’s trade and accounts payable (billed and unbilled); (ivd) all obligations liabilities of 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, and any gain or income from the sale of the Purchased Assets and the transactions contemplated herein; (e) all liabilities resulting fromfor all environmental, caused by ecological, health, safety, products liability (except as specifically referred to herein) or arising out of, directly or indirectly, other claims pertaining to the conduct of Seller's Company’s business or ownership the Purchased Assets which relate to time periods or lease of any of its properties events occurring on or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (vf) any all liabilities of 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 Seller the Company’s Business prior to the Closing except as otherwise specifically provided herein; (g) any liability of the Company based on its tortious or illegal conduct; (h) any liability or obligation incurred by 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; (i) all liabilities incurred by the Company after the Closing Date; and (j) all liabilities or obligations associated with 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 employee benefit plansemployment, whether formal consulting, independent contractor, agency or informalsimilar agreement any plan, whether 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 by the Buyer not set forth in writing, and whether covering one person to offer employment or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value continued service to any employee, former employeeconsultant, contractor or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance agent of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3Company.

Retained Liabilities. 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 of 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, and not of limitation, Retained Liabilities include: (a) Seller shall retain and payAll liabilities, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (icommitments of Seller or any predecessor(s) liabilities for unpaid or Affiliate(s) of Seller relating to Taxes (as defined in Article 10) with respect to the Assets or otherwise, for all periods, or portions thereof, on or prior to the Closing Date, subject to the prorations set forth in Section 2.10)9.3; (iib) all All liabilities, obligations and commitments for any legal, accounting, investment banking, brokerage or liabilities of similar fees or expenses incurred by Seller that relate in connection with, resulting from or attributable to any of the Excluded Assetstransactions contemplated by this Agreement; (iiic) all Liabilities, obligations and commitments for which Buyer does not expressly assume an obligation or liabilities liability as described in Section 1.3; (d) Liabilities, obligations and commitments for any borrowed money incurred by Seller whether pre-petition or post-petition;any predecessor(s) or Affiliate(s) of Seller; and (ive) all All liabilities, obligations and liabilities commitments of Seller, whether known or unknown, disclosed or undisclosed, resulting from, caused by or arising accruing out of, at any time, directly or indirectly, the conduct of Seller's its business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to or on the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3.

Retained Liabilities. (a) 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 pay8.1(b), discharge 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 perform 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 and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including related claim) for the following obligations and liabilities Liabilities (all such obligations and liabilities, the "“Permanently Retained Liabilities"): ”): (i) liabilities for unpaid Taxes any Third Party Actions (which shall include employees of Seller relating to periods on or prior to the Closing) that have been brought as defined in Section 2.10); of the Closing Date, or within one (1) year after the Closing Date with respect to Pre-Closing Retained Liabilities; and (ii) all obligations or liabilities of Seller that relate to any of the Excluded Assets; (iii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or Liabilities arising out of, directly based on, relating to or indirectlyassociated with (A) any indebtedness, the conduct of Seller's business indenture, mortgage, loan, credit agreement, sale leaseback, or ownership or lease guaranty of any of its properties the foregoing, or assets security agreement, bond, letter of credit, pledge or similar financial agreement of Seller or any properties of its Affiliates, (B) any employee benefit, defined benefit or assets previously used 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 Closing DateClosing, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (vC) any and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, independent contractor or present consultant of or former beneficiaryto Seller or any of its Affiliates associated with any existing or future asbestos claims or any labor or employment practice, dependent act or assignee omission or other practice, act or omission arising from or relating to an employment or statutory employment relationship to the extent relating to periods on or prior to the Closing Date, (D) any collective bargaining agreement to which Seller or any of any such employee its Affiliates is a party or former employee other than regular salaryis bound on or prior to the Closing Date, wages or commissions paid substantially concurrently with the performance of the services for which paid(E) all Seller Taxes and (F) Seller’s Closing Costs. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, Pre-Closing Retained Liabilities and Permanently Retained Liabilities shall hereinafter sometimes collectively be referred to as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3“Retained Liabilities.”

Retained Liabilities. 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 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 and remain liabilities of Member (collectively, the “Retained Liabilities”), including: (a) Seller shall retain 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 pay, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser contribution of the Contributed Assets as provided in Section 1.06 above2.7) on or prior to the date hereof; (b) all debts, claims, liabilities or obligations specifically arising out of or relating to any of the Retained Assets; (c) all debts, claims, liabilities or obligations related in any way to any employees of Member; (d) all debts, claims, liabilities or obligations related in any way to any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other similar plan, arrangement, payroll practice, agreement or understanding (whether or not written or legally binding and whether or not subject to ERISA), including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (i) liabilities for unpaid Taxes (any “employee pension benefit plan” as defined in Section 2.10);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 (iie) all obligations or liabilities of Seller that relate to any under Environmental Laws, including those arising out of the Excluded Assets; treatment, storage, disposal, recycling, reuse or arrangements for disposal (iiiwhether at the Real Property or other locations) all obligations of wastes and Hazardous Materials generated, used, handled or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused transported by or arising out of, directly on behalf of Member in connection with the use and occupancy of the Real Property on or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes date hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3.

Retained Liabilities. (a) Seller Sellers shall retain responsibility for performing when due, and payBuyer shall not assume or have any responsibility for, discharge all liabilities of Sellers related to the Business and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 abovethe Purchased Assets other than the Assumed Liabilities, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (i) liabilities for unpaid Taxes (as defined in Section 2.10); the ownership and operation of the Business and the Purchased Assets prior to the First Closing; (ii) all obligations or liabilities the ownership and operation of Seller that relate the Second Closing Equity and Second Closing Facilities prior to any of the Second Closing; (iii) the Excluded Assets; (iii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; ; (iv) all obligations the termination of any employees of Sellers who are not Transferred Employees; (v) Transferred Employees who do not report for work with Buyer upon the First Closing; and liabilities resulting from, caused by (vi) any liability relating to or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any employment action or practice in connection with Seller’s employment or termination of its properties employment of any persons currently or assets formerly employed or any properties or assets previously used seeking to be employed by Seller at any time prior to the Closing DateSellers, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, liabilities based upon breach of employment contract, employment discrimination, wrongful termination, wage and hour compliance (including, without limitation, employee classification, overtime and minimum wage obligations), independent contractor classification, health and safety requirements, immigration and/or worker authorization requirements, disability accommodation and leave laws, workers’ compensation, constructive termination, failure to give reasonable notice or violation pay in lieu of notice, severance or requirement of any law termination pay or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plansthe Consolidated Omnibus Budget Reconciliation Act, whether formal or informalas amended, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended amended, the Worker Adjustment Retraining Notification Act of 1988, as amended, the Fair Labor Standards Act, as amended, or the National Labor Relations Act, as amended, or any equivalent state, municipal, county, local, foreign or other Applicable Law. ("ERISA"b) For the purposes of this Agreement, the liabilities described in Section 1.4(a) and Section 1.4(b) shall collectively be the “Retained Liabilities”), and all employee pension benefit plans within the meaning of Article 3.

Retained Liabilities. (a) Seller Notwithstanding anything contained herein to the contrary, it is expressly understood and agreed that, except for the Assumed Liabilities, the Buyer shall retain not and does not assume, agree to pay, discharge and perform or discharge, nor shall it be liable for, any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including of the following obligations and liabilities liabilities, debts, obligations, claims against or Contracts of the Seller or the Business (all such obligations and liabilitiescollectively, the "Retained Liabilities"): (ia) subject to Section 1.9 hereof, liabilities of the Seller for unpaid Taxes with respect to the Business for taxable periods, or portions thereof, ending on or before the Closing Date; (b) any liabilities against which Seller has agreed to indemnify Buyer pursuant to the terms of this Agreement but only to the extent of such obligation to indemnify; (c) except as defined set forth in Section 2.105.3 hereof, liabilities and obligations arising under any "employee benefit plan" (within the meaning of ERISA section 3(3)); (iid) all obligations any liability, debt or liabilities of Seller that relate obligation relating to any of the Excluded Assets; (iiie) all any liabilities or obligations under any Environmental Law with respect to Environmental Conditions existing at, or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting migrating from, caused by the ▇▇▇▇▇▇ Facility on or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing DateDate (the "▇▇▇▇▇▇ Environmental Conditions "); (f) any liability, including such debt or obligation arising out of the foregoing as constituteinjury to or death of any individual or damage to or destruction of any property, may constitute or are alleged to constitute a tortwhether based on negligence, breach of contractwarranty, strict liability or violation any other legal or requirement equitable theory arising from defects in products manufactured or sold by or on behalf of any law or governmental regulationthe Seller prior to the Closing; (vg) any and all liabilities relating to (i) worker compensation claims or (ii) other employment related claims for personal injury; in each case to the extent relating solely to the conduct of Seller under any employee benefit plans, whether formal or informal, whether or not the Business prior to the Closing; and (h) liabilities set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1on Schedule 1.4(h) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3Seller Disclosure Schedules.

Retained Liabilities. Notwithstanding anything in this Agreement to the contrary, no Purchaser Party nor any of its Affiliates shall assume and in no event shall be deemed to have assumed, any Liability of the Company or any of its Affiliates whatsoever (a) Seller shall retain and paycollectively, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser the “Retained Liabilities”), other than as specifically set forth in Section 1.06 above, including 2.1(c). Without limiting the following obligations and liabilities (all such obligations and liabilitiesgenerality of the foregoing, the "Retained Liabilities"):Liabilities shall include the following: (i) liabilities all Liabilities for unpaid Taxes (as defined in Section 2.10)of the Company; (ii) all obligations any Liability arising from or liabilities of Seller that relate related to any the operations of the Excluded AssetsCompany or the Business, whenever arising or incurred, or the ownership, development, or distribution of the Business products or the Acquired Assets by the Company prior to and through the Closing Date, including any warranty claims; (iii) all Liabilities with respect to any of the Company’s employees (including Liabilities with respect to employment compensation, benefits or severance), including any accrued sales commissions or other accrued payroll obligations of the Company which are unpaid at Closing (including the employer portion of any employment or liabilities for payroll Taxes with respect to any borrowed money incurred by Seller whether pre-petition or post-petitionsuch accruals); (iv) any Indebtedness or other operating Liabilities of the Company (including accounts payable or other obligations under any Contract). Purchaser Parties shall be under no obligation to hire any of the Company’s employees and shall not assume any Liabilities with respect to such employees. In furtherance of the foregoing, each of the Purchaser Parties is not assuming any obligations or Liabilities with respect to any employees that the Purchaser Parties choose not to hire; (v) all obligations and liabilities resulting from, caused by Liabilities relating to or arising out of, directly of charges or indirectly, the conduct of Seller's business or ownership or lease assessments of any of its properties or assets or any properties or assets previously used by Seller Governmental Authority (x) prior to Closing with respect to the Acquired Assets and Assumed Liabilities, and (y) at any time with respect to the Excluded Assets, the Retained Liabilities and for the account of the Company; (vi) all Liabilities or obligations owed or owing to any shareholders, members, Persons or any Affiliate of the foregoing or any Affiliate of the Company; (vii) all Liabilities with respect to the Company’s violation or alleged violation of any law, including laws relating to civil rights, health, safety, labor, discrimination, intellectual property, export controls and Environmental Laws; (viii) all Liabilities for warranty claims relating to or arising from operations of the Business prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (vix) any and obligation of the Company to indemnify any Person; (x) Indebtedness of or guaranty by the Company of any Indebtedness, of the Company; (xi) past, pending, future suits, investigations, administrative proceedings or any other proceedings or claims based on violations of any Laws relating to the Company operation of the Business prior to the Closing; (xii) any accrued sales commissions or other accrued payroll obligations of the Company which are unpaid at Closing (including the employer portion of any employment or payroll Taxes with respect to any such accruals); and (xiii) all liabilities Contracts of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writingthe Company with, and whether covering one obligations and liabilities to, any Person or legal entity that is subject to U.S. economic sanctions as administered by the Office of Foreign Assets Control of the U.S. Department of Treasury, or any person or more than one person, sponsored legal entity that is located in any of the following countries or maintained by Seller. For regions: the purposes hereofPeople’s Republic of China, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")Russian Federation, and all employee pension benefit plans within the meaning Crimea, Donbas and Luhansk regions of Article 3Ukraine.

Retained Liabilities. Buyer shall not be obligated to pay, perform or abide by, and Seller shall retain exclusive responsibility for, any liabilities, debts, obligations, undertakings or commitments of the Seller (the “Retained Liabilities”), other than the Assumed Liabilities. Except for Assumed Balance Sheet Liabilities identified and set forth on Schedule 2.2(A)(1) (as amended by the Supplemental Schedule), the Retained Liabilities shall include, but not be limited to, the following: (1) Any sales, use, income, gross receipts, excise, franchise, employment, withholding or other imposition, duty or tax (each, a “Tax”) imposed by or payable to any governmental body, federal, state or local, on or with respect to any period prior to the Effective Date or in respect to the sale and transfer of the Purchased Assets or the Assumed Liabilities; (2) Any liability or obligation accruing prior to the Effective Date in respect to (a) Seller shall retain and payany employee benefit plan or any other employee benefit arrangement or commitment which is or has been maintained or contributed to by Seller, discharge and perform (b) any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 aboveportion of any bonuses earned or accrued upon the basis of any events occurring prior to the Effective Date, including (c) any accrued vacation benefits, or (d) any obligation to reimburse any employee for expenses incurred prior to the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"):Effective Date; (i3) liabilities for unpaid Taxes Any liability or obligation which, absent this provision, comprises a part of the Assumed Liabilities but which is covered by any insurance policy maintained by Seller or any of Seller’s affiliates (as defined in Section 2.10but, then, only to the extent of such insurance coverage); (ii4) all obligations Any (a) inter-company charges or liabilities amounts due Parent or any affiliate of Seller that relate or Parent, (b) claims relating to inter-franchise payment obligations which are based on the non-payment of amounts owing any other franchisee of the Excluded AssetsFranchisor, (c) amounts due for borrowed money, (d) obligations arising under any agreement, instrument or other contractual undertaking or commitment that is not an Assigned Contract or which is not an Assumed Liability, (e) obligations to refund prepayments by customers which Seller received without providing any training prior to the Effective Date or which prepayments represent duplicate payments, or (f) inter-franchise obligations relating to payment for training provided by franchisees of the Franchisor other than the Buyer or its affiliates upon redemption of national training coupons sold by Seller prior to the Effective Date in circumstances where same are redeemed more than one (1) year after the issuance of such coupons; (iii5) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition[********************************************************************* ************************************************************************************************ ************************]; (iv6) all Any (a) liability or obligation to indemnify any director, officer, employee or agent of Seller, except with regard to indemnification obligations and liabilities resulting fromowed to Seller or Parent from Buyer and/or Owners arising under this Agreement, caused by or (b) liability arising out ofof or in connection with any violation of a statute or governmental rule, directly regulation, directive or indirectlyother requirement, and any liability or obligation of a conditional, contingent or similar nature except for matters which arise from or relate to a breach of the conduct Owner Business Representations (as defined and further described in Section 6.3 below), or (c) liability or obligation which arises from or is based on a claim for injury to or death of Seller's business persons, or ownership damage to or lease destruction of any property, regardless of its properties when asserted, but which arises from facts or assets or any properties or assets previously used by Seller at any time circumstances which occurred prior to the Closing Effective Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v7) The obligations of Seller, Parent or their affiliate(s) on any and all liabilities guaranty of Seller under any employee benefit plans, whether formal or informal, whether or not the Facilities Lease (but subject to the provisions set forth in writingSection 4.1); and (8) Any debts, and whether covering one person liabilities or more than one person, sponsored or maintained obligations incurred by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present actions, claims or former beneficiary, dependent lawsuits asserted against either Buyer or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with Seller which relate to the performance operation of the services Business prior to the Effective Date, except for matters which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 arise from or relate to (1x) a breach of the Employee Retirement Income Security Act of 1974, Owner Business Representations (as amended ("ERISA"defined and further described in Section 6.3 below), and all employee pension benefit plans within (y) the meaning of Article 3Assumed Liabilities, and/or (z) the Training Obligations.

Retained Liabilities. Notwithstanding anything in this Agreement to the contrary, neither Purchaser nor any of its Affiliates shall assume and in no event shall be deemed to have assumed, any Liability of Seller or any of its Affiliates whatsoever (collectively, the “Retained Liabilities”), other than as specifically set forth in Section 1.3. Without limiting the generality of the foregoing, the Retained Liabilities shall include the following: (a) all Liabilities for Taxes; (b) any Liability arising from or related to the operations of Seller shall retain or the Business, whenever arising or incurred, or the ownership, development, or distribution of the Business products or the Acquired Assets by Sellers prior to and pay, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 abovethrough the Closing Date, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"):any Warranty claims; (ic) liabilities for all Liabilities with respect to any Seller’s employees (including Liabilities with respect to employment compensation, benefits or severance), including any accrued sales commissions or other accrued payroll obligations of any Seller which are unpaid at Closing (including the employer portion of any employment or payroll Taxes (as defined in Section 2.10with respect to any such accruals); (iid) all any Debt or other operating Liabilities of any Seller (including accounts payable or other obligations under any Contract (other than as specifically set forth in Section 1.3)). Purchaser shall be under no obligation to hire any of such Seller’s or Seller Owner’s employees and shall not assume any Liabilities with respect to such employees. In furtherance of the foregoing, Purchaser is not assuming any obligations or liabilities of Seller that relate Liabilities with respect to any of the Excluded Assetsemployees that Purchaser chooses not to hire; (iiie) all obligations Liabilities relating to or liabilities for arising out of charges or assessments of any borrowed money incurred by Seller whether pre-petition or post-petitionGovernmental Body; (ivf) all Liabilities or obligations owed or owing to any shareholders, members, Persons or any Affiliate of the foregoing or any Affiliate of any Seller; (g) all Liabilities with respect to any Seller's violation or alleged violation of any law, including laws relating to civil rights, health, safety, labor, discrimination, intellectual property, export controls and liabilities resulting from, caused by Environmental Laws; (h) all Liabilities for Warranty claims relating to or arising out of, directly or indirectly, from operations of the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time Business prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (vi) any and obligation of any Seller or Seller Owner to indemnify any Person; (j) indebtedness or guaranty of any indebtedness; (k) past, pending, future suits, investigations, administrative proceedings or any other proceedings or claims based on violations of any Laws relating to any Seller or Seller Owner operation of the Business prior to the Closing; (l) any accrued sales commissions or other accrued payroll obligations of any Seller or Seller Owner which are unpaid at Closing (including the employer portion of any employment or payroll Taxes with respect to any such accruals); (m) all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writingContracts with, and whether covering one obligations and liabilities to, any Person or legal entity that is subject to U.S. economic sanctions as administered by the Office of Foreign Assets Control of the U.S. Department of Treasury, or any person or more than one person, sponsored legal entity that is located in any of the following countries or maintained by Seller. For regions: the purposes hereofPeople’s Republic of China, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")Russian Federation, and all employee pension benefit plans within the meaning Crimea, Donbas and Luhansk regions of Article 3Ukraine; and

Retained Liabilities. Notwithstanding Section 2.03 or any provision in this Agreement or any other writing to the contrary, Buyer is assuming only the Assumed Liabilities and is not assuming any other liability or obligation of Sellers or any of their respective Affiliates of whatever nature, whether presently in existence or arising hereafter. All such other liabilities and obligations of Sellers and their respective Affiliates, as well as all Liabilities of SuperVent and Industrias that are of the kind and nature described in this Section 2.04, (aother than clause (iii) Seller thereof), shall retain be retained by and pay, discharge and perform any and all remain obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations of Sellers and liabilities their respective Affiliates (all such liabilities and obligations and liabilities, not being assumed being herein referred to as the "“Retained Liabilities"):”). Notwithstanding any provision in this Agreement, including without limitation Section 2.03, or any other writing to the contrary, Retained Liabilities include: (i) liabilities for unpaid Taxes (as defined in Section 2.10)All Liabilities relating to the Retained Assets; (ii) all obligations All Liabilities relating to any fees and expenses of any Seller or liabilities any Affiliate of Seller that relate to incurred in connection with this Agreement, including any fees or expenses of the Excluded AssetsDeutsche Banc ▇▇▇▇ ▇▇▇▇▇ and Credit Suisse First Boston; (iii) To the extent not included as a Liability or otherwise provided for in the calculation of Final Net Worth, all obligations Liabilities of the Transferred Business for Taxes attributable to any period (or liabilities for any borrowed money incurred by Seller whether pre-petition portion thereof) ending on or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such all Taxes arising out of the foregoing Transferred Business or any of the Acquired Assets, including any ad valorem (subject to Section 7.05(c)), real or personal or intangible property, sales, personal, social security, goods and services (subject to Section 7.05(c)) or other Taxes which are not due or assessed until after Closing but which are attributable to any period (or portion thereof) ending on or prior to the Closing Date; (iv) To the extent not included as constitutea Liability or otherwise provided for in the calculation of Final Net Worth, may constitute or are alleged all Liabilities with respect to constitute a tort, breach of contract, or violation or requirement the funding of any law checks, wire transfers or governmental regulationother transfer orders which are outstanding as of the close of business on the day prior to the Closing Date in accordance with the provisions of Section 7.11; (v) any All Liabilities relating to workers compensation claims with a date of occurrence prior to the date of Closing in the State of Ohio; (vi) All Liabilities relating to general liability (including product liability), automobile and workers compensation claims with a date of occurrence after April 1, 1989 and prior to October 1, 1998; (vii) Subject to the provisions of Section 7.12, all liabilities Liabilities relating to general liability (including product liability), automobile and workers compensation claims with a date of Seller under any employee benefit plansoccurrence (x) on or before April 1, whether formal 1989 or informal(y) on or after October 1, whether or not set forth 1998, in writingeach case to the extent, and whether covering one person only to the extent, such claims are covered, and payment with respect thereto is made by the applicable insurer, under a Business Insurance Policy or more than one personany successor policy or program; (viii) All Liabilities relating to the manufacture, sponsored distribution or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee sale of any such employee ACP by or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance on behalf of the services Business, any Company or any Affiliate of any Company or any predecessor entity of the foregoing, including any claims for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within asbestos-related injuries or claims relating in any way to the meaning design, use, manufacture, sale or specification of Article 3asbestos or any ACP that are dismissed (whether such dismissal is on summary judgment, voluntary or otherwise); (1ix) of All Liabilities arising in connection with (x) the Employee Retirement Income Security Act of 1974litigation matter currently pending in Olsted County, as amended Minnesota and filed under the name French v. American Standard, Metalbestos Products et al, ("ERISA")y) the litigation matter currently pending in Oswego County, New York and all employee pension benefit plans within filed under the meaning of Article 3name Puglia ▇. ▇▇▇▇▇▇▇, et al and (z) the litigation matter currently pending in Hennepin County, Minnesota and filed under the name ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ v.

Retained Liabilities. Subject to the terms of this Agreement, the Buyer (aor the Sub if designated by the Buyer) shall not assume and the Seller or the Seller Shareholders, as applicable, shall retain all the liabilities and payobligations of the Seller or the Seller Shareholders, discharge and perform any and all obligations and liabilities as applicable not expressly specifically assumed by Purchaser the Buyer (or the Sub if designated by the Buyer) in Section 1.06 above1.2, including without limitation, the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (ia) liabilities for unpaid all Taxes (as defined hereinafter defined) attributable to or related to the Business or the Acquired Assets for all taxable periods (or portions thereof) ending on or prior to the Closing Date including, without limitation, Taxes incurred as a result of the transactions contemplated by this Agreement and the Preclosing Transactions (as hereinafter defined) and all Taxes imposed upon the Seller or the Seller Shareholders for any taxable period; (b) all costs and expenses (including legal fees and expenses) incurred in Section 2.10connection with, or in anticipation of, this Agreement and the transactions contemplated hereby including, without limitation, the fees and expenses of Booth Capital Corporation and ▇▇▇▇▇ ▇▇▇▇▇▇ (collectively, the "Seller Financial Advisor") and the Preclosing Transaction Expenses (as hereinafter defined); (iic) all liabilities and obligations or liabilities of Seller that relate to any of the Excluded AssetsSeller in connection with the Shareholders' Agreement and the promissory note payable to Preis by the Seller in the amount of $390,000 listed in Section 2.17 of the Seller Disclosure Schedule; (iiid) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition;the Retained Employment Contracts; and (ive) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3Retained Insurance Policies.

Retained Liabilities. (a) The parties hereto expressly acknowledge and agree that, except for the Assumed Liabilities, Purchaser shall not assume or incur, and Seller shall retain and remain liable to pay, discharge perform and perform discharge, all liabilities and obligations of Seller (collectively, the “Retained Liabilities”), including, without limitation, liabilities and obligations of Seller: (A) for Taxes owed by Seller to any and all obligations and liabilities Governmental Authority, (B) arising out of or in any way connected with pending or threatened litigation, resulting from or in any way connected with the operation of the Business prior to the Closing, whether or not expressly assumed by disclosed to Purchaser (including the matters disclosed in Section 1.06 above2.10 of the Disclosure Schedule), including the following obligations and liabilities (all such obligations and liabilitiesC) for violation by Seller of any statute, the "Retained Liabilities"): ordinance, regulation, order, judgment or decree, (i) liabilities for unpaid Taxes (as defined in Section 2.10); (iiD) all intercompany notes or other obligations owed by Seller to Parent, Shareholder or any other Affiliate of Seller, (E) arising from or relating to any claims by or on behalf of present or former employees of Seller in respect of severance pay or benefits or termination pay or benefits and similar obligations relating to such employees’ employment with the Business through the Closing Date or the termination of such employees’ employment with Seller, (F) under any Benefit Plan of Seller; (G) arising from or relating to any Excluded Asset; (H) arising from or relating to any debt or liabilities of incurred by Seller that relate prior to the Closing Date not included in the Assumed Liabilities; (I) arising from or relating to any Excluded Employment Agreement (including without limitation the Retention Bonus Obligations); (J) arising from or relating to any of the Excluded Assets; obligations of Parent, Seller or Shareholder to Imperium Master Fund, Ltd. (iii“Imperium”) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; W▇▇▇▇ Fargo Bank, N.A. (iv“W▇▇▇▇ Fargo”) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (vK) any and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3trade payables.

Retained Liabilities. All debts, liabilities, or obligations that (a1) Seller arise out of events or conditions occurring on or prior to the Closing or arise out of the operation of the Business at or prior to the Closing or (2) arise, mature or become due at or prior to the Closing, shall retain remain the sole responsibility of and shall be retained, paid, performed and discharged by DMC/SF. Aerojet shall not assume, pay, discharge and perform or in any and all way be liable or responsible for any of such debts, liabilities, or obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above(collectively, the “Retained Liabilities”), including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"):but not limited to: (i) any wages, salary, severance, bonuses, commissions, vacation or holiday pay, post retirement medical benefits, fringe benefits, long-term disability benefits, life insurance benefits, any duties, obligations or liabilities for unpaid Taxes arising under any employee benefit plan, policy or practice, whether defined by ERISA or otherwise, relating to the Business employees or other amounts due to any employees or former employees of the Business which accrue on or before the date such employees become employees of Aerojet (as defined provided in Section 2.10Article 6.1 hereof), including but not limited to claims (for severance benefits and otherwise) by such employees that were discharged or constructively discharged pursuant to the transactions contemplated pursuant to this Agreement; as well as any federal, state, or local government claims, audit charges, enforcement actions, or other proceedings regarding labor, employment or socioeconomic issues; (ii) all obligations any liability or liabilities obligation of Seller that relate to any of the Excluded Assets; (iii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities DMC/SF relating to, resulting from, caused by by, or arising out ofof the ownership, directly operations or indirectly, control of the conduct Business (including but not limited to breach of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time contract and warranty claims relating to products delivered prior to the Closing Date, except for those products delivered to Aerojet) by DMC/SF, (iii) any Environmental Matter (as defined in Article 3.10 hereof) including such but not limited to (1) any violation, liability, penalty, cost, damage, fine, order, judgment or obligation under Environmental Laws (as defined in Article 3.10 hereof) to the extent they arise out of acts or omissions occurring on or prior to the Closing Date, (2) the presence of any and all environmental conditions, environmental liabilities or Hazardous Substances (as defined in Article 3.10 hereof) at, in, by, from, or related to, the Premises or the operation of the foregoing as constituteBusiness that arose, may constitute commenced, occurred or are alleged existed prior to constitute a tortthe Closing Date; and (3) the recycling, breach of contractreclamation, incineration, or violation the arrangement of transportation, by DMC/SF in the operation of the Premises or requirement of the Business of any law Hazardous Substances (as defined in Article 3.10 hereof) that occurred on or governmental regulationbefore the Closing Date; (iv) any Worker’s Compensation liability; (v) any and all liabilities of Seller workplace safety liability arising under any employee benefit plansfederal, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employeestate, or present local occupational safety laws (e.g., OSHA); (vi) any supplier or former beneficiaryvendor liabilities, dependent except as specifically agreed to at Closing and pursuant to assignment or assignee novation of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3contract.

Retained Liabilities. Buyer shall not be obligated to pay, perform or abide by, and Seller shall retain exclusive responsibility for, any liabilities, debts, obligations, undertakings or commitments of the Seller (the “Retained Liabilities”), other than the Assumed Liabilities. Except for Assumed Balance Sheet Liabilities identified and set forth on Schedule 2.2(A)(1) (as amended by the Supplemental Schedule), the Retained Liabilities shall include, but not be limited to, the following: (1) Any sales, use, income, gross receipts, excise, franchise, employment, withholding or other imposition, duty or tax (each, a “Tax”) imposed by or payable to any governmental body, federal, state or local, on or with respect to any period prior to the Effective Date or in respect to the sale and transfer of the Purchased Assets or the Assumed Liabilities; (2) Any liability or obligation accruing prior to the Effective Date in respect to (a) Seller shall retain and payany employee benefit plan or any other employee benefit arrangement or commitment which is or has been maintained or contributed to by Seller, discharge and perform (b) any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 aboveportion of any bonuses earned or accrued upon the basis of any events occurring prior to the Effective Date, including (c) any accrued vacation benefits, or (d) any obligation to reimburse any employee for expenses incurred prior to the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"):Effective Date; (i3) liabilities for unpaid Taxes Any liability or obligation which, absent this provision, comprises a part of the Assumed Liabilities but which is covered by any insurance policy maintained by Seller or any of Seller’s affiliates (as defined in Section 2.10but, then, only to the extent of such insurance coverage); (ii4) all obligations Any (a) inter-company charges or liabilities amounts due Parent or any affiliate of Seller that relate or Parent, (b) claims relating to inter-franchise payment obligations which are based on the non-payment of amounts owing any other franchisee of the Excluded AssetsFranchisor, (c) amounts due for borrowed money, (d) obligations arising under any agreement, instrument or other contractual undertaking or commitment that is not an Assigned Contract or which is not an Assumed Liability, (e) obligations to refund prepayments by customers which Seller received without providing any training prior to the Effective Date or which prepayments represent duplicate payments, or (f) inter-franchise obligations relating to payment for training provided by franchisees of the Franchisor other than the Buyer or its affiliates upon redemption of national training coupons sold by Seller prior to the Effective Date in circumstances where same are redeemed more than one (1) year after the issuance of such coupons; (iii5) all [***************] (6) Any (a) liability or obligation to indemnify any director, officer, employee or agent of Seller, except with regard to indemnification obligations owed to Seller or liabilities Parent from Buyer and/or Owners arising under this Agreement, (b) liability arising out of or in connection with any violation of a statute or governmental rule, regulation, directive or other requirement, and any liability or obligation of a conditional, contingent or similar nature except for any borrowed money incurred by Seller whether pre-petition matters which arise from or post-petitionrelate to a breach of the Owner Business Representations (as defined and further described in Section 6.3 below), or (c) liability or obligation which arises from or is based on a claim for injury to or death of persons, or damage to or destruction of property, regardless of when asserted, but which arises from facts or circumstances which occurred prior to the Effective Date; (iv7) all The obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business , Parent or ownership their affiliate(s) on any guaranty of the Facilities Lease (but subject to the provisions set forth in Section 4.1); and (8) Any debts, liabilities or lease obligations incurred by Seller, or actions, claims or lawsuits asserted against either Buyer or Seller which relate to the operation of any of its properties or assets or any properties or assets previously used by Seller at any time the Business prior to the Closing Effective Date, including such except for matters which arise from or relate to (x) a breach of the foregoing Owner Business Representations (as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any defined and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth further described in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"Section 6.3 below), and all employee pension benefit plans within (y) the meaning of Article 3Assumed Liabilities, and/or (z) the Training Obligations.

Retained Liabilities. The liabilities and obligations which shall be retained by FNS (a) Seller shall retain and pay, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"):) shall consist only of the following: (ia) all liabilities and obligations of each and every kind owed by FNS to or for unpaid Taxes the account of any one or more of Cross Country Motor Club, Inc., Cross County Motor Club of California, Inc., Cross Country Service Corp., Cross Country Home Assistance Services, Inc. and HAC, Inc. or their respective affiliates (collectively "Cross Country"), such liabilities and obligations referred to herein collectively as defined in Section 2.10the "Intercompany Obligations"; provided, however, that payments made on or after the Closing by the Sellers or their affiliates to a third party on behalf of Acquisition Sub relating to any expense or cost incurred prior to May 31, 1997 shall be an Assumed Liability of New FNS. (b) all liabilities of FNS relating to indebtedness for borrowed money (other than operating leases), to the extent such liabilities are not reflected on the Last Balance Sheet; (iic) all obligations or liabilities of Seller that relate FNS or the FNS Shareholders resulting from, constituting or relating to a breach of any of the Excluded Assetsrepresentations, warranties, covenants or agreements of FNS or the FNS Shareholders under this Agreement; (iiid) all obligations liabilities of FNS for federal, state, local or liabilities for any borrowed money foreign taxes of whatever nature, including transfer taxes and taxes incurred in respect of or measured by Seller whether pre-petition the income of FNS earned or post-petition; (iv) all obligations and liabilities resulting from, caused by realized on or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, Date (including such any gain and income from the sale of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; Purchased Assets and other transactions contemplated herein); (ve) any and all liabilities of Seller under any employee benefit plans, whether formal liability or informal, whether or not set forth obligation incurred by FNS in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently connection with the negotiation, execution or performance of this Agreement or the services for which paid. The term "employee benefit plan" includes Ancillary Agreements, including, without limitation, all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974legal, as amended ("ERISA")accounting, brokers', finders' and all employee pension benefit plans within the meaning of Article 3other professional fees and expenses;

Retained Liabilities. The Buyer shall not at the Closing -------------------- assume or agree to perform, pay or discharge, and the Company shall remain unconditionally liable for, all obligations, liabilities and commitments, fixed or contingent, known or unknown, of the Company (a) Seller shall retain and payother than the Assumed Liabilities), discharge and perform including, without limitation, any and all liabilities or obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): related to (i) any of the Company's indebtedness, including, without limitation, the liabilities for unpaid Taxes comprising the "Current Maturities of Debt" and "Debt, Net of Current Maturities" line items on the Balance Sheet of the Company dated March 31, 1999 and attached hereto as Schedule 1.4(b) (as defined in Section 2.10the "Initial Asset/Liability --------------- Schedule"); , (ii) all obligations or liabilities of Seller that relate to any of litigation involving the Excluded Assets; Company, (iii) all obligations brokers or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; other third parties acting on behalf of the Company in connection with the sale of the Acquired Assets, (iv) all obligations any Employee Plan maintained by the Company on or prior to the Closing Date and liabilities resulting from, caused by related to the Business; (v) any Taxes which are or arising out of, directly were due and payable in connection with the Acquired Assets or indirectly, the conduct of Seller's business Business on or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date; (vi) any claim arising from, relating to or made in connection with any Environmental Law based on any event, action or inaction by the Company in connection with the Business or the Acquired Assets on or prior to the Closing Date; (vii) any Contract that is not an Assumed Contract; (viii) any payments to be made to employees or consultants of the Company related to the Business that are triggered by the transactions contemplated herein, including such of the foregoing as constitutewithout limitation, may constitute golden parachute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; golden handcuff payments; (vix) any and all liabilities of Seller under any employee benefit plansliability related to the Company's real estate leases, whether formal or informalincluding, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereofwithout limitation, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently current space utilized in connection with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 Business; (1x) of the Employee Retirement Income Security Act of 1974, Bonuses (as amended defined below); and ("ERISA"), and all employee pension benefit plans within xi) any liability related to the meaning of Article 3Electronic Commerce Business.

Retained Liabilities. Except to the extent expressly assumed pursuant to Section 2.3 above, the Buyer does not assume and shall not be liable for any debt, obligation, responsibility or liability of the Sellers, or any Affiliate of the Sellers, or any claim against any of the foregoing, whether known or unknown, contingent absolute or otherwise (collectively, the "RETAINED LIABILITIES"). Without limiting the foregoing sentence, the Buyer shall have no responsibility with respect to the following, whether or not disclosed in the Base Balance Sheet or a schedule hereto: (a) Seller shall retain any liabilities and payobligations related to or arising from transactions among any or all of the Sellers, discharge the Principal Stockholders or any Affiliate of either of the Sellers; (b) any liabilities and perform obligations for Taxes of any and all obligations and liabilities not expressly assumed by Purchaser kind arising before the Closing, including Taxes related to or arising from the transfers contemplated hereby (except as set forth in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (i2.5(a) liabilities for unpaid Taxes (as defined in Section 2.10hereof); (iic) all any liabilities and obligations for damage or liabilities of Seller that relate injury to any of the Excluded Assets; (iii) all obligations person or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time property based upon events occurring prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (vd) any liabilities and all obligations to present and/or former employees of either of the Sellers, whether for accident, disability, or workers compensation insurance or benefits, benefits under employee benefit plans (except for liabilities and obligations arising after the Closing Date and assumed by the Buyer under the GPI Health Contract (as defined below)), back pay, accrued vacation, or obligations related to or resulting from severance of employment by either of the Sellers or the consummation by the Sellers of the transactions contemplated hereby; (e) any workmen's liens on any of the Purchased Assets; (f) any liabilities and obligations of the Sellers to customers or third parties in connection with their business with respect to shortages and defects in goods, including, but not limited to, liabilities and obligations for product warranty and product liability claims, delivered to customers or in transit to customers prior to the Closing or placed in finished goods inventory prior to the Closing and shipped to customers after the Closing (provided such goods shipped after the Closing are identifiable), which liabilities and obligations, if resulting in damage, will be remedied in whole solely by replacing the goods in question (collectively, "FULL REMEDY PRODUCT LIABILITY CLAIMS"); (g) any liabilities and obligations of the Sellers to customers or third parties in connection with their business with respect to shortages and defects in goods, including, but not limited to, any liabilities and obligations for product warranty and product liability claims, delivered to customers or in transit to customers prior to the Closing or placed in finished goods inventory prior to the Closing and shipped to customers after the Closing (provided such goods shipped after the Closing are identifiable), which liabilities and obligations, if resulting in damage, will not be remedied in whole by replacing the goods in question (collectively, "INCOMPLETE REMEDY PRODUCT LIABILITY CLAIMS"); (h) any liability under any Employee Benefit Plan, except for those liabilities arising after the Closing Date associated with the Group Agreement (Purchaser ID No. 226250; Contract ID No. 1.4) by and between the GPI Company and ▇▇▇▇▇▇ Permanente (the "GPI HEALTH CONTRACT"); (i) any liability relating to government grants, subsidies or other assistance including, without limitation, any liability for reimbursement to a Governmental Authority for any research and development grants, subsidies or assistance previously paid by the Governmental Authority relating to or arising out of either of the Sellers' business; (j) liabilities incurred by the Sellers in connection with this Agreement and the transactions provided for herein, including counsel and accountant's fees, filing fees and expenses related to the Sellers' performance of their obligations hereunder; (k) liabilities of Seller under the Sellers with respect to any employee benefit plansoptions, whether formal warrants, agreements or informalconvertible or other rights to acquire any shares of their capital stock of any class; (l) the following judgment liens: (i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, whether or not set forth dba Collection Network ▇. ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ & ▇▇▇▇▇ ▇. ▇▇▇▇ Family Trust; ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇; ▇▇▇▇▇ ▇. ▇▇▇▇; General Precision, Inc., a corporation, Judgment entered December 14, 2000 in writingSuperior Court of California, Los Angeles County, Los Cerritos Justice District, for $4,732.00; and (ii) Automation Controls v. General Precision, Inc., Judgment entered March 9, 2001 in Superior Court of California, Los Angeles County, North Valley District-Newhall, for $1,737.88. Notice of Lien issued May 29, 2001; (m) payroll obligations incurred by the Sellers during the period of September 15, 2001 through the Closing Date in excess of $200,000; (n) Deed of Trust, Assignment of Rents and Fixture Filing by and between ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇, Trustees of the Nasr Family Trust dated September 7, 1999 as Trustor, and whether covering one person or more than one personEquitable Deed Company, sponsored or maintained by Seller. For as Trustee, for the purposes hereofbenefit of Bank of America, the term "employee benefit plan" includes all plansN.A. dated May 8, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 32000; and (1o) $250,000 of professional fees accrued on the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3Base Balance Sheet.

Retained Liabilities. Notwithstanding anything to the contrary contained in Section 2.3 or elsewhere in this Agreement, Seller shall maintain sole responsibility of, and solely shall retain, pay, perform, and discharge, all liabilities of Seller other than the Assumed Liabilities, including, without limitation, the following (collectively, the “Retained Liabilities”): (a) Seller shall retain and pay, discharge and perform The following Liabilities for Taxes: (i) any and all obligations Taxes for any Pre-Closing Tax Period relating to the Acquired Assets; (ii) any and liabilities all Taxes relating to the Excluded Assets; (iii) the Pre-Closing Date Share of any and all Taxes relating to the Acquired Assets with respect to any Straddle Period; (iv) any and all Transfer Taxes, (v) any employment Taxes paid or to be paid by Seller for any reason whatsoever, and (v) any deferred Taxes of any nature (including under the CARES Act or any analogous Law); (b) any Liability under any Contract that is not expressly an Assumed Contract plus any Liability under an Assumed Contract that is not assumed by Purchaser in Section 1.06 aboveBuyer, including any Liability arising out of or relating to Seller’s credit facilities, any security interest related thereto, or any warranty claim; (c) any Liability under any Employee Plans, International Employee Plans, or any other employee benefit plans or relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or other equity compensation or profit-sharing plans, healthcare plans or benefits, incentive compensation, nonqualified deferred compensation, or any other employee plans or benefits of any kind for Seller’s employees or former employees or both, including any Liability with respect to the following obligations and liabilities payment of bonuses for any reason; (d) any Liability under any employment, severance, change of control, retention or termination agreement with any employee of Seller or any of its Affiliates; (e) any Liability of Seller to any Member or Affiliate of Seller, other than Liabilities incurred in the ordinary course of business; (f) any Liability to indemnify, reimburse or advance amounts to any officer, director, employee, or agent of Seller, other than Liabilities incurred in the ordinary course of business; (g) any Liability to distribute to or otherwise apply to any of the Members all such obligations and liabilities, or any part of the "Retained Liabilities"):consideration received hereunder; (h) any Liability arising out of any Proceeding pending as of the Closing; (i) liabilities for unpaid Taxes (as defined in Section 2.10)any Liability arising out of any Proceeding commenced after the Closing and arising out of or relating to any occurrence or event happening prior to the Closing; (iij) all obligations any Liability arising out of or liabilities resulting from Seller’s compliance or noncompliance with any Law or Order of Seller that relate to any of the Excluded AssetsGovernmental Authority; (iiik) all obligations any Liability of Seller under this Agreement or liabilities any other document executed in connection with the transactions contemplated hereby, including any Liability of Seller for any borrowed money expenses incurred by Seller whether pre-petition or post-petition;its Affiliates in connection with this Agreement and any Liability of Seller for any bonuses, commissions, or incentive payments paid or payable to any Person by reason of the consummation of the transactions contemplated hereby; and (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (vl) any and all liabilities Liability of Seller under any employee benefit plans, whether formal based upon Seller’s acts or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For omissions occurring after the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3Closing.

Retained Liabilities. (a) Seller Buyer shall retain not assume or become liable for, in whole or in part, the payment or performance of any debts, Taxes (except as and pay, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser to the extent provided in Section 1.06 above4.3), Liabilities, Litigation, losses, Credit Losses, Chargebacks, accounts payable, indebtedness, mortgages, or other obligations of Seller, GCS, Parent or any Merchant or other third party, whether the same are known or unknown, now existing or hereafter arising, of whatever nature or character, whether absolute or contingent, liquidated or disputed, that are not Assumed Liabilities, including the following obligations and liabilities those items provided in Section 3.2(b) below (all such obligations and liabilities, the "Retained Liabilities"):). Without limiting the foregoing, Buyer shall not assume, and Seller and/or Parent shall retain, discharge and pay any and all liabilities and obligations, direct or indirect, absolute or contingent: (i) liabilities for unpaid Taxes arising before the Effective Time, or relating to any time prior to the Effective Time, in connection with the ownership or operation of the Business or the Transferred Assets, including (as defined x) any claim by any Person alleging any failure by Seller, GCS or Parent to comply with the terms and conditions of any Transferred Contract or Transferred Permit before the Effective Time and (y) any and all Chargebacks and Credit Losses in Section 2.10)respect of any Assigned Merchant Agreement that relate to or arise out of transactions, events, acts or omissions of Seller, GCS, Parent or a Merchant or other third party which occurred prior to the Effective Time; (ii) all obligations in respect of any other claims, Liabilities or liabilities Litigation with respect to (A) the Retained Assets and the Business conducted in connection with the foregoing, and (B) the Transferred Assets and the Business conducted in connection with the foregoing, provided that any such claims, Liabilities or Litigation in respect of Seller that the Transferred Assets relate to any or arise out of events, transactions or actions or omissions prior to the Excluded Assets;Effective Time; or (iii) all obligations arising out of or related to the matters set forth on Section 3.2(a)(iii) of the Seller Disclosure Schedule. (b) Buyer shall not adopt, assume or otherwise become responsible for, either primarily or as a successor employer, any assets or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plans, whether formal arrangements, commitments or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained policies currently provided by Seller, GCS, Parent, or by any member of Seller's, GCS's or Parent's controlled group of corporations, including any employee retention agreements or commission buyout agreements with any Designated Employees as referenced in Section 8.1(k). For In particular, Buyer shall not assume liability for any group health continuation coverage or coverage rights under Internal Revenue Code Section 4980B and ERISA Section 606 which exist as of the purposes hereofClosing Date, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employeeEffective Time or the Designated Employee Transfer Date, or present or former beneficiary, dependent or assignee which may arise as a result of termination of any such employee group health plan or former employee other than regular salary, wages or commissions paid substantially concurrently plans in existence in connection with the performance Business. (c) To the extent that, if required due to the sale of the services for which paid. The term Transferred Assets hereunder, adequate notice (or pay and benefits) is not provided by Seller, GCS or Parent under the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§2101-2109 (the "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISAWARN Act"), or Seller, GCS and/or Parent otherwise fail to comply with the WARN Act, Parent, Seller and all employee pension benefit plans within GCS agree to retain, and Buyer shall not assume or otherwise become responsible for, any liability arising under the meaning WARN Act with respect to the Designated Employees whose employment is terminated on or before the Closing Date, the Effective Time or the Designated Employee Transfer Date. To the extent the Buyer determines in its sole discretion to hire any Designated Employees after the Closing Date, Buyer agrees to provide adequate notice or assume any liability as may be required under the WARN Act or applicable state or local law for any terminations of Article 3such employment after hire by Buyer after the Effective Time.

Retained Liabilities. Notwithstanding anything in this Agreement to the contrary, Purchaser shall not assume or be deemed to have assumed, and shall have no liability or obligation with respect thereto, any other liabilities of the Company (a) Seller shall retain and paycollectively, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, the "“Retained Liabilities"): ”) including without limitation the following: (i) liabilities in respect of employment or services performed on or prior to the Closing, including, without limitation, liabilities in respect of agreements regarding compensation, severance, stock options and other benefits; (ii) product liability claims to the extent based on a defective design for unpaid Taxes Products designed by Seller and sold prior to the Closing Date except as expressly set forth in Section 2.1.4; (iii) existing litigation for which a claim has been made to or threatened in writing against Seller on or before the Closing Date; (iv) all Tax liabilities of Seller for all periods (but excluding any Tax liabilities allocated to Purchaser pursuant to Section 10.3 of this Agreement); (v) any liability or obligation of Seller for administrative fees and expenses, including, without limitation, any claims arising under Section 503(b) of the Bankruptcy Code; (vi) any liability or obligation of Seller for transaction fees and expenses and fees and expenses payable to lenders, brokers, financial advisors, legal counsel, accountants and other professionals in connection with this Agreement; (vii) all Debt (as defined by Section 101(12) of the Bankruptcy Code) owed by Seller to any party; (viii) all Claims, except for Assumed Liabilities; (ix) all liabilities to employees of Seller who are not Transferred Employees as defined in Section 2.10); 3.1.3, (iix) all obligations or liabilities of Seller that relate any amounts payable to any Wireless Matrix USA, Inc. (“Wireless Matrix”) in connection with, and pursuant to, the termination of the Excluded Assets; Asset Sale and Purchase Agreement dated June 6, 2006 (iii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations the “Wireless Matrix Agreement”), between Wireless Matrix and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (vxi) any and all liabilities of Seller under any employee benefit plans, whether formal liability or informal, whether or obligation not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes expressly assumed pursuant to Section 2.1 hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3.

Retained Liabilities. (a) Seller shall retain and Notwithstanding anything contained in this Agreement to the contrary, Purchaser does not assume or agree to pay, discharge satisfy, discharge, or perform, and perform 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 all obligations and liabilities not expressly assumed retained by Purchaser in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, Seller or RII being referred to herein as the "Retained Liabilities"): (i) liabilities for unpaid Taxes (as defined in Section 2.10); (iia) all obligations or liabilities of Seller that 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 the Business or the Purchased Assets) conducted by Parent, Kronos Inc., Seller or any of their respective Affiliates; (iiib) 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 Purchased Assets or because Seller or RII has an excess loss account (within 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 Seller and RII for the unpaid Income Taxes of persons other than Seller and Subsidiaries under Treas. Reg. SS1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise; (c) all obligations or liabilities of Seller or RII arising out of or relating to this Agreement or the transactions contemplated hereby 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 any indebtedness for borrowed money incurred by with respect to the Business prior to the Closing Date pursuant to any indenture, mortgage, loan, letter of credit, or other credit Contract under which the Seller whether pre-petition or post-petition;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 any indebtedness of any other Person, including, without limitation any obligations or liabilities of Seller or RII pursuant to the Amended and Restated Bank Credit Agreement dated as of January 30, 1997 among Seller, certain of the Subsidiaries, The Chase Manhattan Bank, N.A., and the other lenders named therein; and (ive) 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 and or liabilities resulting from, caused by (contingent or otherwise) of Seller arising out of, directly from or indirectly, relating to (i) the conduct employment or termination of Seller's business or ownership or lease employment of any of its properties or assets or any properties or assets previously used by Seller at any time Employee before the Closing Date, (ii) Employee Plans (including claims arising thereunder and relating to the period prior to the Closing Date, including such ) and (iii) post-retirement medical and/or life insurance benefits coverage of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present current or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), non-bargaining unit Employees and all employee pension benefit plans within the meaning of Article 3their eligible dependents.

Retained Liabilities. Buyer shall not assume or be liable for, unless explicitly included in the Assumed Liabilities or provided for under the Lease/License Agreement (a) Seller shall retain and paydefined below), discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 aboveobligation or liability arising from the pre-Closing operation of the Business or the Assets or any other liability or obligation of Seller, including without limitation the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): following: (i) liabilities for unpaid Taxes (as defined in Section 2.10); any liability or obligation of Seller arising out of or relating to any contract, contract of employment whether written or otherwise, financing agreement, lease agreement, or instrument; (ii) all obligations any liability or liabilities obligation of Seller that relate owing to any employee of Seller (whether or not hired by Buyer upon Closing) or arising out of or relating to any employee benefit plan or otherwise relating to employment (and Seller shall, for purposes of this Agreement, pay all accrued benefits, severance pay and other amounts owing to any employees, as if such employees had been terminated as of January 31, 1999, whether or not such amounts are then due, and whether or not such employees are hired by Buyer upon Closing); (iii) any claims asserted against the Business or any of the Excluded Assets; Assets relating to any event (iiiwhether act or omission) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such without limitation, the payment of all taxes; (iv) the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement balance of any law obligations under the Siemens Contract (other than the portion thereof explicitly assumed by Buyer pursuant to Section 1.3(a)(iii)), including without limitation any obligation to purchase equipment and any obligation thereunder arising from any breach or governmental regulation; default thereof; or (v) any and all liabilities other obligation, liability, debt, or commitment of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained explicitly assumed by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paidBuyer hereunder. The term foregoing in this Section 1.3(b) shall be referred to herein collectively as the "employee benefit planRetained Liabilities." includes Seller retains and shall hereafter pay, satisfy, discharge, perform and fulfill all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974Retained Liabilities as they become due, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3without any charge or cost to Buyer.

Retained Liabilities. The following liabilities and obligations shall --------------------- be the responsibility of Seller (a) Seller shall retain and pay, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (i) liabilities for unpaid Taxes (except as defined otherwise provided herein, any liability or obligation of Seller or the Subsidiaries, including without limitation any liability or obligation in Section 2.10)respect of the 76 Assets, whether known, unknown, accrued, absolute, contingent or otherwise, which arises out of or relates to the period prior to the Closing; (ii) all without limiting the foregoing, environmental liabilities and obligations or liabilities of Seller that relate to any in respect of the Excluded 76 Assets, as and to the extent provided in the Environmental Agreement; (iii) all obligations except as otherwise provided in Section 29 hereof, any liability or liabilities obligation for salary, wages, benefits, vacation, severance, or overhead for or on behalf of, or for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct violations of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior law relating to the Closing Datehiring, including such employment or termination of the foregoing as constituteemployment (including, may constitute or are alleged to constitute a tortwithout limitation, breach of contract, or violation or requirement of any law or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) violations of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Worker Adjustment and all Retraining Notification Act ("WARN"), continuation coverage ("COBRA coverage") requirements of Section 4980B of the Internal Revenue Code of 1986, as amended, or Part 6 of Title I of ERISA, worker's compensation laws, and any federal, state, local or foreign laws relating to plant closings or termination of employees) of any current or former employees of Seller pertaining to their employment by Seller, and any other liability or obligation relating to any employee pension benefit plans within or former employee of Seller pertaining to their employment by Seller; (iv) any Taxes or levies (1) based upon the meaning gross or net income or receipts of Article 3Seller or any of its affiliates or otherwise in the nature of an income or franchise Tax (as defined below), or (2) arising during, or relating to, any period (or portion thereof) ended on or prior to the Closing; (v) any liability or obligation arising out of or relating to any of the Excluded Assets; and (vi) liabilities and costs allocated to Seller by Section 7(b)(iv).

Retained Liabilities. Buyer and ARC agree that, except for -------------------- the Assumed Liabilities, Buyer is not assuming, and ARC shall remain fully liable for, all of its liabilities and obligations relating to the property, assets, business and operations of ARC (a) Seller shall retain and pay, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilitiescollectively, the "Retained Liabilities"):), including, without limitation, the following: (i) all liabilities for unpaid any income, gain, profit or similar tax arising out of or resulting from the sale, conveyance, transfer, assignment and delivery of the Subject Assets provided for in this Agreement; (ii) all Taxes (as defined in Section 2.102.8(a)) imposed on, or with respect to, the business of ARC; (iiiii) all liabilities and obligations of ARC in respect of accounts payable, accrued expenses, accrued employee obligations and other current liabilities arising out of the operation of ARC's business; (iv) all liabilities and obligations of ARC for indebtedness for borrowed money; (v) all liabilities and obligations of ARC in connection with or relating to any of ARC's existing or former employees, employee benefit plans, employee insurance policies, severance or other termination obligations, accrued vacations, accrued and unpaid wages, salaries, bonuses, commissions and sick pay or other employment related matters, including, without limitation, all liabilities and obligations (whether fixed or contingent) with respect to any employment benefit program or plan as a result of the consummation of the transactions contemplated by this Agreement, as required by Austrian law or otherwise, and all liabilities of ARC under sales representative or similar agreements or arrangements pursuant to which any person or entity may be entitled to a commission on account of revenues booked or earned prior to the Closing Date; provided, however, that in no event is -------- ------- Buyer assuming any liabilities with respect to any employees terminated prior to the Closing Date or any severance or other termination obligations or any liability under any pension, profit sharing, 401(k) or similar employee benefit plan; (vi) all liabilities and obligations of Seller that relate ARC to third parties arising out of any breach by ARC prior to the Closing Date of any representation, warranty, covenant or indemnification obligation of ARC under any Assigned Contract or Assigned Permitted or other right assigned hereunder; (vii) all liabilities and obligations arising in respect of the Excluded Assets; (iiiviii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition retrospective or post-petition;similar insurance premium adjustments and all claims for injury or sickness compensable under ARC's insurance plans arising prior to the Closing Date; and (ivix) all obligations and other liabilities resulting fromof ARC that are attributable to or arise from facts, caused by events or arising out of, directly conditions that occurred or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time came into existence prior to the Closing Date, including such of the foregoing as constitutewithout limitation, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3intellectual property indemnification obligations.

Retained Liabilities. Except for the liabilities and obligations to be assumed by Buyer pursuant to Section 2.3, Buyer will not assume or be liable for any liabilities of Seller, known or unknown, contingent or absolute, accrued or otherwise (the “Retained Liabilities”). Without limiting the generality of the foregoing, the following liabilities and obligations are Retained Liabilities: (a) Seller shall retain Any liabilities, obligations or debts of Seller, whether fixed, contingent or mixed and pay, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 abovewhether based on events occurring before or after the Closing, including without limitation those based on tort, contract, statutory or other claims or involving fines or penalties payable to any governmental authority, excepting contractual liabilities arising on or after the following obligations Closing Date under the Assumed Contracts, Permits and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (i) liabilities for unpaid Taxes (as defined in Section 2.10)Permitted Exceptions; (iib) all Any liabilities, obligations or liabilities debts of Seller that relate to for any of the Excluded AssetsTaxes, including without limitation federal income taxes, state income and sales and excise taxes, state and local real and personal property taxes and federal, state and local withholding and payroll taxes, except as otherwise provided in this Agreement; (iiic) all Any liabilities, obligations or liabilities debts of Seller for any borrowed money trade payables or account payables (whether or not the same has become due and payable), loans, notes, advances, intercompany borrowing or other form of indebtedness incurred by Seller whether pre-petition or post-petitionSeller; (ivd) all Any liabilities, obligations and liabilities resulting from, caused by or arising out of, directly debts of Seller pursuant to warranties (express or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used implied) to customers for products sold by Seller at any time on or prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (ve) Any liabilities, obligations or debts of Seller in respect of any and all liabilities Excluded Asset; (f) Any liabilities, obligations or debts of Seller under any employment, severance or other agreement with any employee benefit of Seller and all liabilities relating to payroll, bonus or deferred compensation, vacation, sick leave, workers compensation, unemployment benefits, pension or retirement benefits, stock bonuses, stock purchases, options, profit-sharing plans, whether formal health care plans or informalany other benefits or employee plans of any kind for all current and former employees of Seller with respect to their employment with Seller; (g) Any liabilities, whether obligations or not set forth debts of Seller under or in writingconnection with the Assumed Contracts, and whether covering one person or more than one personPermitted Exceptions, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employeeWater Rights, or present Permits arising from any performance or former beneficiarybreach thereof occurring on or before the Closing Date; (h) Any liabilities, dependent obligations or assignee debts of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with Seller arising from the performance operation by Seller of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within Assets on or before the meaning of Article 3Closing Date; and (1i) Any liabilities, obligations or debts of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3Seller under any Environmental Law.

Retained Liabilities. Except for the Assumed Liabilities, the Purchaser shall not assume and shall have no obligation to discharge, perform or fulfil any liabilities or obligations, contingent or otherwise, of the Seller or related to the Purchased Business or the Purchased Assets (collectively, the “Retained Liabilities”), including: (a) Seller shall retain liabilities incurred or accruing due prior to the Effective Time under the Assumed Contracts and paythe Leases, discharge except and perform any and all obligations and liabilities not expressly assumed by Purchaser only to the extent reflected in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (i) liabilities for unpaid Taxes (as defined in Section 2.10)Final Working Capital Statement; (iib) all obligations liabilities under Contracts that are not Assumed Contracts or liabilities of Seller that which otherwise relate to any of the Excluded Assets; (iiic) all obligations any liabilities of the Seller for or liabilities for relating to any borrowed money incurred by Seller whether pre-petition Taxes in respect of the Purchased Business or post-petition; (iv) all obligations and liabilities resulting from, caused by or the Purchased Assets arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, whether or not payable prior to the Closing Date, or any other Taxes whatsoever that may be or become payable by the Seller including such any income or corporation taxes resulting from or arising as a consequence of the foregoing as constitute, may constitute or are alleged sale by the Seller to constitute a tort, breach the Purchaser of contract, or violation or requirement of any law or governmental regulationthe Purchased Assets; (vd) any liability in respect of, or in connection with, Employees retained by the Seller or who do not accept the Purchaser’s offer of employment; (e) subject to Sections 2.4(b) and 2.4(c), liabilities arising out of a breach by the Seller of an Assumed Contract or Authorization; (f) liabilities relating to Employees for periods prior to the Effective Time except to the extent such liabilities are included as current liabilities on the Final Working Capital Statement; (g) all liabilities for Taxes relating to the Purchased Business for periods prior to the Effective Time; (h) any liability of or in respect of the Seller under any employee benefit plansBenefit Plans; (i) all litigation or other proceedings relating to the Purchased Assets or the conduct of the Purchased Business prior to the Effective Time, whether formal commenced before or informal, after the Closing Date and whether or not set forth disclosed in writing, and whether covering one person the Seller Disclosure Letter or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3otherwise; and (1j) of all indebtedness except to the Employee Retirement Income Security Act of 1974, extent included as amended ("ERISA"), and all employee pension benefit plans within current liabilities in the meaning of Article 3Final Working Capital Statement.

Retained Liabilities. Notwithstanding anything in this Agreement to the contrary, Buyer is not assuming and will not perform any liabilities or obligations not specifically described in Section 1.4 or any of the following obligations or liabilities, to the extent not set forth in Section 1.4: (a) Seller shall retain and pay, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including Any obligation or liability of the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (i) liabilities Company for unpaid Taxes (as defined in Section 2.10)3.12 hereof) of any kind or nature whether or not incurred prior to the date hereof, including without limitation, any Taxes based on or measured by any income or gain realized upon transfer of any of the Acquired Assets hereunder; (iib) all obligations any obligation or liabilities of Seller that relate to any of liability for services rendered by the Excluded AssetsCompany; (iiic) all any accounts payable, obligations or liabilities liability to pay for any borrowed money incurred by Seller whether pre-petition products, goods, raw materials or post-petitionservices delivered or provided to the Company pertaining to the Retained Business or pertaining to the Business and not accrued as of the Closing Date and more than 90 days old; (ivd) all obligations and liabilities resulting from, caused by any liability or arising out of, directly obligation of the Company for or indirectly, the conduct of Seller's business or ownership or lease in respect of any of its properties loan, or assets or any properties or assets previously used by Seller at any time prior to the Closing Dateindebtedness, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulationthird party indebtedness; (ve) any and all liabilities liability or obligation of Seller under the Company arising as a result of or out of any employee benefit plansclaim, whether formal any legal or informalequitable action, proceeding or investigation pertaining to or relating in any way to the Company initiated at any time, whether or not set forth described in writing, and whether covering one person any schedule hereto; (f) any obligation or more than one person, sponsored liability upon acts or maintained by Seller. For omissions of the purposes hereof, Company; (g) any liability or obligation of the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits Company incurred in connection with the making or performance of economic value to this Agreement; (h) any employee, former employee, liability or present or former beneficiary, dependent or assignee obligation of the Company arising out of any such employee plan, program, policy, practice, contract, agreement or former employee other than regular salaryarrangement, wages whether or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the not subject to Employee Retirement Income Security Act of 1974, as amended ("“ERISA"”), and all whether formal or informal, oral or written, providing for compensation, severance termination pay, performance awards, profit sharing, bonus, stock option, stock purchase, restricted stock, equity-based compensation, deferred compensation, change-in-control, pension, retirement, medical, dental, life insurance, disability, education reimbursement, sick pay, paid vacation (other than Rollover Vacation Time (as defined in Section 6.4(b)), fringe benefits or other employee pension benefits of any kind, including, without limitation any “employee benefit plans plan”, within the meaning of Article 3Section 3(3) of ERISA that is sponsored, contributed to or maintained by the Company for the benefit of current or former employees of the Company or with respect to which the Company may have any liability (contingent or otherwise) or the termination of any such plan, program, policy, practice, contract, agreement or other arrangement; (i) any liability or obligation of the Company for making payments of any kind (including as a result of the sale of the Acquired 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 the Consolidated Omnibus Budget Reconciliation Act of 1985, to the extent required, and limited, under Treasury Regulation Section 54.4980B-9, Q&A, and including the obligation of the Company to pay vacation time to the extent provided in Section 6.1; (j) any liability or obligation of the Company under or with respect to any lease, contract, arrangement or commitment (other than such liabilities or obligations that are included in the Assumed Liabilities); (k) any liability or obligation of the Company arising out of or resulting from non-compliance with any national, regional, state or local laws, statutes, ordinances, rules, regulations, orders, determinations, judgments, or directives, whether legislatively, judicially, or administratively promulgated, including without limitation any such law, statute, ordinance, rule, regulation, order, determination, judgment or directive relating to occupational health and safety or pollution or protection of the environment (“Environmental Law”); (l) any liability of the Company to indemnify any Person (including any of the Stockholders) by reason of the fact that such Person was a director, officer, employee or agent of the Company or was serving at the request of the Company as a partner, trustee, director, officer, employee, or agent of another entity; (m) any liability with respect to (i) any statutory liens on any of the Acquired Assets for current Taxes, assessments or other governmental charges or (ii) any mechanics’, carriers’, workers’, repairers’ and similar liens on any of the Acquired Assets; (n) any liability of the Company under the Excluded Contracts; or (o) any liability or obligation of the Company related to the Retained Business.

Retained Liabilities. (a) In connection with the conveyance of the Shares to Buyer, Southern shall retain all, and Seller shall retain not be obligated to pay any, liabilities and payobligations existing at the Financial Information Date or accruing thereafter (other than the Assumed Liabilities), discharge including without limitation of the generality of the foregoing future payment and perform any and all performance of obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including existing as of such time or accruing on or after the Financial Information Date with respect to the following obligations and liabilities (all such obligations and liabilitiescollectively, the "“Retained Liabilities"): ”): (i) current liabilities for unpaid Taxes (consisting of accounts payable and accrued payables of Southern, accrued payroll and vacation liabilities, accrued payroll taxes and withholdings, other miscellaneous current liabilities, short term lease liabilities and accounts payable of Southern as defined in Section 2.10); of the Financial Information Date; (ii) all obligations or liabilities of Seller that relate to any of ); performance following the Excluded Assets; Financial Information Date under the Contracts including, without limitation, long term lease liabilities, deferred CARES receipts; (iii) all those obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; of Southern in respect of real property taxes and utilities as of and following the Financial Information Date; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, performance following the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such Financial Information Date of the foregoing as constitute, may constitute obligations under the Provider Agreements and Contracts with respect to obligations existing and/or incurred or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; occurring after the Financial Information Date; (v) obligations existing as of or arising after the Financial Information Date under all permits, approvals, licenses, qualifications, registrations, or certifications; (vi) any and all liabilities or obligations to former employees of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Consolidated Omnibus Budget Reconciliation Act of 19741985, as amended ("ERISA")“COBRA”) accruing on the Financial Information Date or thereafter, (vii) all Physician Employment Agreements of Southern; and (vii) all employee pension benefit plans within obligations arising from operation of Trace Regional following the meaning of Article 3Financial Information Date.

Retained Liabilities. Except for the liabilities of Seller specifically assumed in accordance with Section 1.3, Seller and its Affiliates are retaining any and all other liabilities and obligations of Seller and its Affiliates (the “Retained Liabilities”). The Retained Liabilities shall include all liabilities and obligations of Seller or any of its Affiliates including the following: (a) Seller shall retain and pay, discharge and perform for any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): Taxes that are (i) liabilities Taxes of Seller, (ii) Taxes related to the Assets that were incurred in or are attributable to any taxable period (or portion thereof) ending on or before the Closing Date, (iii) Taxes of another person for unpaid which Seller is liable, including, but not limited to Taxes for which Seller is liable by reason of Treasury Regulations Section 1.1502-6 (or any comparable or similar provision of federal, state, local or foreign law), being a transferee or successor, any contractual obligation or otherwise, and (iv) for income, transfer, sales, use or other Taxes (as defined below) arising in connection with the consummation of the transactions contemplated by this Agreement (including any income Taxes arising as a result of the transfer by Seller to Purchaser of the Assets), except for any Taxes for which Purchaser is responsible pursuant to Section 2.109.5; (b) for all accounts and notes payable outstanding as of or prior to the Closing; (c) to employees, consultants and independent contractors of Seller or any of its Affiliates, including with respect to accrued and unpaid salaries, wages, fees, bonuses or commissions, accrued and unused personal, sick or vacation days, employee health and welfare and other benefit plans and change of control, retention, severance or similar benefits, in each case with respect to the period before the Employment Date (or, for benefits, due as a result of service with Seller or any of its Affiliates), together with all liabilities and obligations under the agreements described on Schedule 1.4(c); (iid) all obligations for repair, replacement or liabilities return of Seller that relate to any of the Excluded Assets; (iii) all obligations products manufactured or liabilities for any borrowed money incurred by Seller whether pre-petition sold at or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation;Closing; or (ve) any and all liabilities arising out of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value related to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3Retained Asset.

Retained Liabilities. (a) Seller shall retain The Purchasers will not assume and paywill not be liable for any obligations, discharge and perform any and all obligations commitments and liabilities not expressly assumed by Purchaser in Section 1.06 aboveof and claims against the Vendors or for any obligations, commitments or liabilities of the Business relating to the period up to the Closing Time (contingent or otherwise) including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (i) liabilities of or claims against the Vendors or the Business for unpaid Taxes (as defined in Section 2.10); any breach of Contract; breach of warranty; tort; violation of law; violation of, or non-compliance with, any Environmental Laws or any environmental conditions or matters arising, originating or existing at or prior to the Closing Time including, without limitation, the environmental matters and conditions disclosed on Schedule 4.1.32, (ii) all obligations or liabilities of Seller that relate or claims against the Vendors relating to or arising out of any of the Excluded Assets; , (iii) liabilities and obligations of the Vendors arising out of or resulting from any and all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; Indebtedness of the Vendors, (iv) liabilities or obligations of the Vendors owed to any of their Affiliates, (v) liabilities of or claims against the Vendors for any and all obligations and liabilities resulting fromTaxes (A) of the Vendors, caused by or arising out (B) of, directly pertaining to or indirectly, attributable to the conduct of Seller's business Business or ownership the Purchased Assets for any period or lease of any of its properties or assets or any properties or assets previously used by Seller at any time portion thereof prior to the Closing Date, Time including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; Taxes described on Schedule 2.5 (v) including any and all Taxes for which liability is or may be sought to be imposed on the Purchaser under any successor liability, transferee liability or similar provision of Applicable Law), (vi) liabilities of Seller under or claims against the Vendors or ERISA Affiliates by, or with respect to, any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employeeEmployee, former employee, director, independent contractor, other service provider, dependents or present or former beneficiary, dependent or assignee beneficiaries of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services aforementioned, or any individual claiming to be or deemed to be any of the aforementioned relating to or in respect of the employment or other service relationship, failure to employ or establish a service relationship or termination of employment or other service relationship of any individual and any compensation or benefits to be paid or provided to such individual, (vii) liabilities arising under any Vendor Benefit Plan, and (viii) liabilities arising under ERISA for which paidthe Purchasers may have any liability solely as a result of the consummation of the transaction contemplated by this Agreement (the “Retained Liabilities”). The term "employee benefit plan" includes all employee welfare benefit plans within Vendors shall, from and after the meaning of Article 3 (1) of Closing Time, observe, pay, discharge or perform the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3Retained Liabilities.

Retained Liabilities. Except for the liabilities and obligations to be assumed by Buyer pursuant to Section 2.3, Buyer will not assume or be liable for any liabilities of Seller, known or unknown, contingent or absolute, accrued or otherwise (the “Retained Liabilities”). Without limiting the generality of the foregoing, the following liabilities and obligations are Retained Liabilities: (a) Seller shall retain Any liabilities, obligations or debts of Seller, whether fixed, contingent or mixed and pay, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 abovewhether based on events occurring before or after the Closing, including without limitation those based on tort, contract, statutory or other claims or involving fines or penalties payable to any governmental authority, excepting contractual liabilities arising on or after the following obligations Closing Date under the Assumed Contracts, Permits, Real Property Leases and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (i) liabilities for unpaid Taxes (as defined in Section 2.10)Permitted Exceptions; (iib) all Any liabilities, obligations or liabilities debts of Seller that relate to for any of the Excluded AssetsTaxes, including without limitation federal income taxes, state income and sales and excise taxes, state and local real and personal property taxes and federal, state and local withholding and payroll taxes, except as otherwise provided in this Agreement; (iiic) all Any liabilities, obligations or liabilities debts of Seller for any borrowed money trade payables or account payables (whether or not the same has become due and payable), loans, notes, advances, intercompany borrowing or other form of indebtedness incurred by Seller whether pre-petition or post-petitionSeller; (ivd) all Any liabilities, obligations and liabilities resulting from, caused by or arising out of, directly debts of Seller pursuant to warranties (express or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used implied) to customers for products sold by Seller at any time on or prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (ve) Any liabilities, obligations or debts of Seller in respect of any and all liabilities Excluded Asset; (f) Any liabilities, obligations or debts of Seller under any employment, severance or other agreement with any employee benefit of Seller and all liabilities relating to payroll, bonus or deferred compensation, vacation, sick leave, workers compensation, unemployment benefits, pension or retirement benefits, stock bonuses, stock purchases, options, profit-sharing plans, whether formal health care plans or informalany other benefits or employee plans of any kind for all current and former employees of Seller with respect to their employment with Seller; (g) Any liabilities, whether obligations or not set forth debts of Seller under or in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For connection with the purposes hereofAssumed Contracts, the term "employee benefit plan" includes all plansReal Property Leases, fundsPermitted Exceptions, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employeeWater Rights, or present Permits arising from any performance or former beneficiarybreach thereof occurring on or before the Closing Date; (h) Any liabilities, dependent obligations or assignee debts of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with Seller arising from the performance operation by Seller of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within Assets on or before the meaning of Article 3Closing Date; and (1i) Any liabilities, obligations or debts of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3Seller under any Environmental Law.

Retained Liabilities. Nothing contained in this Agreement is intended to, nor shall it, constitute or cause Buyer to be a successor to Seller. Other than the Assumed Liabilities, Buyer will not assume, undertake, accept or be bound by or responsible for, and the Purchased Assets shall not be subject to, and Seller will remain liable for, any liabilities, payables, contracts, agreements, commitments or obligations of Seller or its directors, officers or members, or the Affiliates of any of the foregoing, whether due or to become due, absolute or contingent, direct or indirect, asserted or unasserted, known or unknown, choate or inchoate, including ▇▇▇ ▇f the following: (a) Seller shall retain and pay, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (i) liabilities for unpaid Taxes (as defined in Section 2.10); (ii) all obligations or liabilities of Seller that relate arising or incurred after the date of this Agreement, including any obligations of Seller to perform under any of the Excluded Assetscontracts of Seller other than those specific obligations which arise under the contracts listed on Schedule 2.1(f), which first arise and accrue following the Closing; (iiib) all subject to the provisions of Section 5.1(b), any obligations of Seller to perform under this Agreement and any obligations incurred by Seller for legal and accounting fees relating to this Agreement; (c) any obligations or liabilities for under any borrowed money collective bargaining agreements, any employment agreements (oral or written) or any employee benefit plans or trusts; (d) any obligations or liabilities of Seller to creditors listed in Schedule 2.3 in amounts greater than those shown on Schedule 2.3, except trade payables incurred by Seller whether pre-petition or post-petitionafter the date of Schedule 2.3 and created in the ordinary course of business, consistent with past practice and in accordance with this Agreement; (ive) all obligations liabilities for federal, state, local and liabilities resulting fromforeign taxes (including franchise, caused by or arising out ofincome, directly or indirectlyreal property, the conduct of Seller's business or ownership or lease of sales, use, excise, employment and other taxes) for any of its properties or assets or any properties or assets previously used by Seller at any time period ending prior to the Closing Date, including such of the foregoing Date (as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulationdefined below); (vf) any and all liabilities obligations owing to any employees or members of Seller under including accrued vacations and accrued sick time, monies loaned by such employees or members to Seller, accrued salary owed to any employee benefit planssuch employees and reimbursement of expenses advanced by such employees; or (g) any obligations or liabilities relating to or arising from products sold or distributed prior to Closing (including claims for breach of warranty or product liability, whether formal made before or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"after Closing), and all employee pension benefit plans within the meaning of Article 3.

Retained Liabilities. (a) Seller shall retain and Notwithstanding anything contained in this Agreement to the contrary, Buyer does not assume or agree to pay, satisfy, discharge or perform, and perform will not be deemed by virtue of the execution and delivery of this Agreement or any and all obligations and liabilities not expressly assumed document delivered at the execution of this Agreement, or as a result of the consummation of the transactions contemplated by Purchaser in Section 1.06 abovethis Agreement, including to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability or obligation of the Seller other than the Assumed Liabilities, including, without limitation, any of the following liabilities or obligations and liabilities of the Seller (all such obligations and liabilities, the "Retained Liabilities"): (i) liabilities for unpaid Taxes (as defined in Section 2.10); (iia) all obligations or liabilities of Seller that or any predecessor or Affiliate (as defined in Section 17.2) of Seller which in any way relate to or arise out of any of the Excluded Assets; (iiib) other than Taxes expressly allocated pursuant to other provisions of this Agreement, Tax liabilities of any and all obligations or kinds (federal, state, local, and foreign) of Seller including, without limitation, any liabilities for any borrowed money incurred Taxes on or measured by Seller whether pre-petition income, liabilities for withheld federal and state income Taxes and employee F.I.C.A. (Federal Insurance Contribution Act) or post-petitionemployer F.I.C.A., and liabilities for income Taxes arising as a result of the transfer of the Station Assets or otherwise by virtue of the consummation of the transactions contemplated hereby; (ivc) except for the lease with 2501 St. Clair, Inc. listed on Schedule 1.1.8, all liabilities or obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller owed to Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing DateAffiliates, including such of the foregoing as constitutewithout limitation, may constitute or are alleged to constitute a tortZebra, breach of contract, or violation or requirement of any law or governmental regulationParklane and their respective shareholders; (vd) any and all liabilities or obligations of Seller under any employee benefit plans, whether formal for borrowed money or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any for interest on such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3borrowed money;

Retained Liabilities. (a) Seller shall retain and pay, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): " shall mean (i) -------------------- except for Liabilities identified on Schedule 3.32, all Liabilities of Melham, ------------- Inc., existing as of, or arising out of events, actions or circumstances occurring on or prior to, the Closing Date, other than obligations, claims and liabilities arising solely as a result of Melham, Inc.'s ownership of the capital stock of ▇▇▇▇ and, except as provided in (vi) below, other than Taxes attributable to the activities of ▇▇▇▇ and its Subsidiaries and for unpaid Taxes which Melham, Inc. would not be liable but for Treas. Reg. (as defined in Section 2.10); S) 1.1502-6 or analogous provisions of state or local law; (ii) except for Liabilities identified on Schedule 3.32, all obligations or liabilities of Seller that relate to any Liabilities of the Excluded Assets; Company existing as of, or arising out of ------------- events, actions or circumstances occurring on or prior to, the Closing Date, other than obligations, claims and liabilities arising solely as a result of the Company's indirect ownership of the capital stock of ▇▇▇▇ and, except as provided in (vi) below, other than Taxes attributable to the activities of ▇▇▇▇ and its Subsidiaries and for which the Company would not be liable but for Treas. Reg. (S) 1.1502-6 or analogous provisions of state or local law; (iii) all obligations Liabilities of VPI and Greenwood, including any Liability arising or liabilities for related to the Accounts Receivable Management and Security Agreement, dated as of February 5, 1999, between BNY Financial Corporation and VPI or the guaranty by the Company of any borrowed money incurred by Seller whether pre-petition or post-petition; such Liability; (iv) all obligations and liabilities resulting from, caused by any Liability arising out of or related to the guaranty of SPA lease; (v) any amounts due with respect to or arising out of, directly of the Debt Payment Obligations that are not included in the Pay-off Amount; (vi) any Liability of any member of the ▇▇▇▇ Group for Taxes arising out of or indirectly, related to the conduct Recapitalization; and (vii) Liabilities for withholding Taxes for payments to or for the benefit of Seller's business any Person that is a foreign person for United States tax purposes made by the Company or ownership or lease of any of its properties Subsidiaries on or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3.

Retained Liabilities. At Closing, the Seller and/or its Affiliates shall retain all Liabilities for, and the Purchaser shall not have any obligation or Liability concerning the following (collectively the “Retained Liabilities”): (a) Seller shall retain any Liabilities under the Contracts and pay, discharge Licenses and perform any Permits which have arisen or accrued and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (i) liabilities for unpaid Taxes (as defined in Section 2.10); (ii) all obligations or liabilities of Seller that relate pertain to any of the Excluded Assets; (iii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time a period prior to the Closing Date, including such of including, without limitation, the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement Liability for the payment of any law amounts due and payable or governmental regulation;accrued but not yet due or payable prior to the Closing Date under the Contracts and Licenses and Permits, except to the extent the Purchaser receives a credit for such Liabilities under Article 9; and (vb) the payment of all Taxes due and payable or accrued but not yet paid prior to the Closing Date, except to the extent the Purchaser has received a credit for such Taxes under Article 9; and (c) the employment of any employees of Seller’s Affiliates, including the payment of any compensation, accrued paid time off, sick time, personal days and all liabilities of Seller any amounts accrued under any employee benefit plansor welfare plan of the Seller; and (d) any claim for personal injury or property damage to a Person which is based on any event which occurred at the Real Property or in connection with the Businesses prior to the Closing Date; (e) any claim arising out of the construction of any of the Improvements; (f) any Liabilities (including costs of cleanup, whether formal containment or informalother remediation) arising during (but not prior to) Seller’s ownership of the Assets and prior to the Closing Date from or in connection with any environmental health or safety liabilities and/or environmental claims arising out of or relating to (i) the ownership or operation by Seller or its Affiliates of any of the Assets, whether or not set forth in writing(ii) any bodily injury (including illness, disability and whether covering one person death, regardless of when any bodily injury occurred, was incurred or more than one personmanifested itself), sponsored personal injury, property damage (including trespass, nuisance, wrongful eviction and deprivation of the use of real property) or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits other damage of economic value or to any employeePerson or any assets in any way arising from or allegedly arising from any hazardous activity conducted by Seller or its Affiliates with respect to the Assets, former employee, that was present or suspected to be present on or before the Closing Date on or at the Real Property (or present or former beneficiarysuspected to be present on any other property, dependent if such Hazardous Material was present or assignee of suspected to be present on the Real Property, on or prior to the Closing Date), or was released or allegedly released by Seller or its Affiliate on or at the Assets at any such employee time on or former employee other than regular salary, wages or commissions paid substantially concurrently with prior to the performance Closing Date. The rights and obligations of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within Parties under this Section 2.4 shall survive the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3Closing.

Retained Liabilities. (a) Seller Except for the Assumed Liabilities, Purchasers shall retain not assume by virtue of this Agreement or the transactions contemplated hereby, and payshall have no liability for, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 aboveLiabilities of Seller, including but not limited to Seller's Liabilities under this Agreement and the other Transfer Agreements and the following obligations and liabilities (all such obligations and liabilities, collectively the "Retained Liabilities"): (i) liabilities for unpaid Taxes (as defined in Section 2.10)any Seller Environmental Claims; (ii) all obligations or liabilities any Liabilities of Seller that relate to in respect of any of the Excluded Assets; (iii) all obligations any Liabilities of Seller for Taxes imposed on Seller (other than Transfer Taxes) or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petitionof its Affiliates; (iv) all obligations any Liabilities of Seller under Seller's Bond Documents arising and liabilities resulting from, caused by or 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, directly termination of employment of, and provision of benefits to, and compensation of Employees employed or indirectlyindependent contractors engaged by Seller, including, but 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 conduct period on or before the Closing; (vi) any Liabilities of Seller relating to any Plan, or to any "employee pension plan" (as defined in Section 3(2) of ERISA) of Seller's business , whether or ownership not terminated, established, maintained or lease of contributed to by Seller or a Common Control Entity at any time, or to which any of its properties Seller or assets a Common Control Entity are or any properties or assets previously used by Seller 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 Plan 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; (vii) any and all asserted or unasserted liabilities or obligations to third parties (including Employees) for personal injury or tort, or similar causes of action to the extent arising out of the ownership or operation of the Assets prior to the Closing Date. (viii) 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 information or inspection relating to the Facility or any activities of Seller before or by a Governmental Authority commenced or pending prior to the Closing Date, including such but only regarding events, acts or omissions which occurred prior to the Closing Date, (ii) illegal acts or omissions, willful misconduct or negligence of Seller prior to the Closing Date or (iii) violations of Laws arising from the operation of the foregoing Facility prior to the Closing Date; (ix) any payment obligations of Seller for goods delivered or services rendered prior to the Closing Date; (x) liability for toxic torts arising as constitutea result of or in connection with 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 use and/or occupancy of the Parcel; (xi) any obligations for wages, may constitute overtime, vacation pay, sick pay, holiday pay, employment Taxes, severance pay, retention bonuses or are alleged similar benefits accruing or arising prior to constitute 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 tortbreach by Seller or any of its Affiliates of any of their respective obligations under this Agreement, breach of the Service Agreement Settlement Agreement or the other Transfer Agreements; and (xiv) any collective bargaining agreement, other labor contract, or violation or requirement of any law or governmental regulation; (v) written understanding with any and all liabilities of labor organization to which Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3is a party.

Retained Liabilities. (a) Seller shall retain and Notwithstanding anything contained in this Agreement to the contrary, Buyer does not assume or agree to pay, satisfy, discharge or perform, and perform will not be deemed by virtue of the execution and delivery of this Agreement or any and all obligations and liabilities not expressly assumed document delivered at the execution of this Agreement, or as a result of the consummation of the transactions contemplated by Purchaser in Section 1.06 abovethis Agreement, including to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability or obligation of the Seller other than the Assumed Liabilities, including, without limitation, any of the following liabilities or obligations and liabilities of the Seller (all such obligations and liabilities, the "Retained Liabilities"): (i) liabilities for unpaid Taxes (as defined in Section 2.10); (iia) all obligations or liabilities of Seller that or any predecessor or Affiliate (as defined in Section 17.2) of Seller which in any way relate to or arise out of any of the Excluded Assets; (iiib) other than Taxes expressly allocated pursuant to other provisions of this Agreement, Tax liabilities of any and all obligations or kinds (federal, state, local, and foreign) of Seller including, without limitation, any liabilities for any borrowed money incurred Taxes on or measured by Seller whether pre-petition income, liabilities for withheld federal and state income Taxes and employee F.I.C.A. (Federal Insurance Contribution Act) or post-petitionemployer F.I.C.A., and liabilities for income Taxes arising as a result of the transfer of the Stations Assets or otherwise by virtue of the consummation of the transactions contemplated hereby; (ivc) except for the leases listed on Schedule 1.1.8, all liabilities or obligations of Seller owed to Seller's Affiliates; (d) all liabilities or obligations of Seller for borrowed money or for interest on such borrowed money; (e) all liabilities or obligations arising out of any breach by Seller or any predecessor or Affiliate of any of the terms or conditions of any provision of any Contract; (f) all liabilities and liabilities obligations of Seller or any predecessor or Affiliate of Seller resulting from, caused by or arising out of, directly or indirectly, the conduct any violation of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulationlaw; (vg) any claims, liabilities, and all liabilities obligations of Seller under any employee benefit plansas an employer, whether formal or informalincluding, whether or not set forth without limitation, liabilities for wages, supplemental unemployment benefits, vacation benefits (except as otherwise provided in writingSection 9.1.6), severance benefits, retirement benefits, COBRA benefits, FMLA benefits, WARN obligations and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employeeliabilities, or present or former beneficiaryany other employee benefits, dependent or assignee of any such employee or former employee other than regular salarywithholding Tax liabilities, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3workers'

Retained Liabilities. (a) Seller Notwithstanding any other provision of this Agreement or the Disclosure Statement and regardless of any disclosures made in this Agreement or otherwise to Buyer or any Affiliate of Buyer, Buyer shall retain and pay, discharge and perform not assume or in any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities (all such obligations and way be liable or responsible for any liabilities, the "Retained Liabilities"): (i) liabilities for unpaid Taxes (as defined in Section 2.10); (ii) all obligations expenses, commitments, obligations, or liabilities of Seller that relate to any of the Excluded Assets; (iii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease debts of any of its properties type or assets nature, known or any properties unknown, contingent or assets previously used by Seller at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plans, whether formal or informalotherwise, whether or not set forth in writing, and whether covering one person related to the Business or more than one person, sponsored or maintained by Seller. For the purposes hereofPurchased Assets (collectively, the term "employee benefit plan" includes all plans“Retained Liabilities”), fundsincluding (a) any Environmental Liabilities arising out of or related to the operation of Seller and the Business, or conditions, events, facts, or circumstances, first occurring before Effective Time; (b) any liability or obligation under any Employee Plan or relating to payroll (other than accrued and unpaid salaries of Transferred Employees), vacation and sick leave (other than earned and unused vacation and sick leave of Transferred Employees), workers’ compensation, unemployment benefits, pension fundsbenefits, programsemployee stock option plans or profit sharing plans (if any), policieshealth care plans or benefits, arrangements, practices, customs and understandings providing or any other employee plans or benefits of economic value to any employeekind or under any other employment, former employeeseverance, retention, or present or former beneficiary, dependent or assignee of termination agreement with any such employee current or former employee other than regular salaryof Seller; (c) all liabilities for Taxes of any kind (whether or not accrued, wages assessed, or commissions paid substantially concurrently with currently due and payable); (d) any liability or obligation of Seller to distribute to the performance Stockholders or otherwise to apply all or any part of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within consideration received under or pursuant to this Agreement; (e) any liability or obligation arising out of any Indebtedness of Seller; (f) any liability or obligation that is based on any act or omission of Seller or any Stockholder occurring on, before, or after the meaning Effective Time, (g) any liability or obligation relating to or arising out of Article 3 any violations of any Laws or any claims or Proceedings in each case to the extent they are incurred, associated with or relate to any period prior to the Effective Time, or any other claims or Proceedings relating to or arising out of an occurrence or event happening before the Effective Time, including any product liability claim or other tort claim of any nature, and (1h) any other liability or obligation of Seller or any Stockholder including any liability directly or indirectly arising out of or relating to the operation of the Employee Retirement Income Security Act Business or ownership of 1974the Purchased Assets before the Effective Time whether contingent or otherwise, as amended ("ERISA")fixed or absolute, and all employee pension benefit plans within the meaning of Article 3known or unknown, matured or unmatured, present, future, or otherwise.

Retained Liabilities. (a) Each Asset Seller shall retain acknowledges and agrees that pursuant to the terms and provisions of this Agreement, Buyers will not assume, or become liable to pay, discharge perform or discharge, any Liability or obligation of any Asset Seller, other than the Assumed Liabilities. In furtherance and perform not in limitation of the foregoing, neither Buyers nor any of their Affiliates shall assume, and all obligations and liabilities shall not expressly assumed by Purchaser in Section 1.06 abovebe deemed to have assumed, including any debt, Claim, obligation or other Liability of any Asset Seller or any of its predecessor(s) or Affiliate(s) whatsoever (other than the Assumed Liabilities), including, but not limited to the following obligations and liabilities (all such obligations and liabilitiescollectively, the "“Retained Liabilities"”): (i) liabilities 2.3.1 Tax Liabilities for unpaid periods or portions thereof ending on or before the Closing Date including deferred Taxes (as defined in Section 2.10)of any nature; (ii2.3.2 Any Liability of Sellers for administrative fees and expenses under Section 503(b) all obligations of the Bankruptcy Code, professional fees or liabilities expenses under Sections 328, 330 or 331 of Seller that relate the Bankruptcy Code, or any other fees or expenses associated with administration of the Filing Affiliates’ Bankruptcy Cases; 2.3.3 Liabilities related to any of the Excluded Assets; 2.3.4 Liabilities with respect to Transferred Asset Seller Employees for periods or portions thereof ending prior to the Closing Date except to the extent specifically provided for in Section 6.6 or the applicable Transfer Agreement; 2.3.5 All Products Liability for Products manufactured before Closing (“Retained Products Liability”); 2.3.6 Any amounts owing to Delphi, the Sellers or the Affiliates of Delphi by the Business (including intercompany trade payables) as of the Closing Date; 2.3.7 Except as expressly provided in this Agreement or any Ancillary Agreement, Liabilities under or that relate to (i) any Seller Employee Benefit Plan or any other employee benefit plan of any member of the Sellers’ Controlled Group, (ii) employment and employee benefits-related Claims, obligations and Liabilities of former employees arising at any time and relating to their employment with Seller prior to Closing, and (iii) all employment and employee benefits-related Claims, obligations or liabilities for any borrowed money and Liabilities of Transferred Employees, in each case incurred by in relation to the employee’s period of employment with the Seller whether pre-petition or post-petitionprior to and including the Closing Date; (iv) all obligations and liabilities resulting from2.3.8 Any Liability arising out of any Proceeding relating to a Retained Liability which is pending as of the Closing Date; 2.3.9 Except as expressly provided in Section 2.2, caused by or any Liability of the Asset Sellers arising out of, directly relating to, or indirectlyincurred in connection with the businesses retained by the Asset Sellers and which are not arising out of, relating to or incurred in connection with the conduct Business; 2.3.10 All Debt Obligations of Seller's business the Asset Sellers (other than (i) Accounts Payable assumed by Buyers pursuant to Section 2.2.3 hereof, (ii) Debt Obligations listed on Schedule 6.12, and (iii) Debt Obligations otherwise addressed through the Purchase Price adjustment and reflected on the Final Statement of Cash and Debt); 2.3.11 Any and all Environmental Claims for Environmental Damages with respect to Pre-Closing Environmental Contamination and Pre-Closing Compliance Matters (the “Retained Environmental Liabilities”); 2.3.12 All Liabilities of the Asset Sellers arising under any Contracts relating to any Retained Liabilities; 2.3.13 All Cure Amounts for Contracts included in the Acquired Assets; 2.3.14 Accounts payable incurred on or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Petition Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; 2.3.15 All Product Warranty Liabilities for Products manufactured before Closing (v) any and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services “Retained Product Warranty Liability”); and 2.3.16 All Claims made before Closing for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 Insured Liabilities (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"“Retained Insured Liabilities”), and all employee pension benefit plans within the meaning of Article 3.

Retained Liabilities. (a) Buyer shall not assume, and Seller shall retain and pay, perform and discharge when due, all of the liabilities and perform any obligations, of every kind and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 abovenature, including relating to or arising from the following obligations and liabilities (all such obligations and liabilitiescollectively, the "“Retained Liabilities"”): (ia) liabilities for unpaid Taxes (as defined in Section 2.10)all obligations of Seller under the Bonds, including any obligations under any related letters of credit, bonds and other surety instruments, reimbursement agreements and other agreements related to the Bonds; (iib) Taxes (other than Transaction Taxes) relating to the Business for periods on or prior to the Closing Date; (c) all liabilities or obligations or liabilities of Seller that relate related to any of the Excluded Assets, in each case whether arising before, on or after the Closing Date; (iii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (ivd) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior related to the Closing Date, including such of Pension Plan and the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulationDefined Contribution Plan; (ve) any Indebtedness and any guarantees of Indebtedness; (f) Proceedings based on conduct, operation, actions, inaction, facts, circumstances, conditions or otherwise related to the Business, including Proceedings arising from or related to any other Assumed Liability, but solely to the extent any such Proceeding (i) arises out of events occurring before the Closing Date and (ii) falls within the scope of the Political Subdivision Tort Claims Act of Pennsylvania as of the date hereof; (g) all obligations and liabilities of Seller under or in connection with this Agreement, the Related Documents, any employee benefit plans, whether formal certificate or informal, whether other document delivered in connection herewith or not set forth in writingtherewith, and whether covering one person any of the transactions contemplated hereby and thereby, that by their terms expressly survive the Closing Date; and (h) all interest rate or more than one personother swaps, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employeehedging agreements, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3derivative transactions.

Retained Liabilities. Each of the Parties acknowledges and agrees that Purchaser is not agreeing to assume or become liable for (aand Purchaser hereby expressly disclaims any liability for) any Liability of Seller shall retain and payor any of its Affiliates or Representatives, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 abovehowever or whenever arising, including excepting only the following obligations and liabilities Assumed Liabilities. All such unassumed Liabilities (all such obligations and liabilities, the "Retained Liabilities"):) are being retained by Seller, and Seller shall pay, perform or otherwise discharge all Retained Liabilities as they become due. Retained Liabilities include the following: (a) all of Seller's Liabilities under the Transaction Documents; (b) all trade accounts payable of Seller; (c) all Liabilities of Seller for expenses or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement or any other Transaction Document, or the consummation (or preparation for the consummation) of the transactions contemplated hereby or thereby (including all attorneys' fees and financial or other advisory fees); (d) all Liabilities for (i) any federal, state, local or other Taxes of Seller (including Taxes which are imposed on or measured by the revenue, income or profits of Seller for any taxable period), (ii) any Taxes imposed on Seller as a result of the transactions contemplated hereby, (iii) any Taxes related to the Purchased Assets or the Business that were incurred in or that are attributable to any taxable period (or portion thereof) ending on or before the Closing Date ("Pre-Closing Tax Period"), (iv) Taxes resulting from being a member of an affiliated group filing or filing an affiliated, consolidated combined or unitary Tax Return, and (v) Taxes of any Person under Section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local, or foreign Law), as a transferee or successor, by contract, or otherwise; (e) all Liabilities to customers or third parties with respect to services performed by Seller prior to the Closing, without regard to (i) the basis or theory of claim (including negligence, tort, breach of express or implied warranty, failure to warn, test, inspect or instruct , infringement, fraud or otherwise), (ii) the nature of the damages sought (property damage, economic loss, personal injury, wrongful death or other), or (iii) whether the claim arose or is asserted before or after the Closing; (f) all Liabilities arising out of any labor or related agreement, or any employment or labor relationship, between Seller and any of its Employees (regardless of when first known or asserted) , including (i) all Liabilities relating to any grievance or claim of the Employee, or any Employee Plan sponsored or maintained by Seller or its Affiliates at any time or to which Seller or its Affiliates has made contributions or has a liability, (ii) all severance claims of any Employee (including such claims relating to or resulting from the consummation of the transactions contemplated hereby), all workers' compensation or Equal Employment Opportunity Commission ("EEOC") claims, demands, investigations or proceedings or any other claim for compensation due from Seller to an Employee, (iii) all Liabilities relating to any independent contractors and related misclassification issues under any Applicable Law arising before Closing, and (iv) all Liabilities with respect to all Employees with respect to all periods prior to the Closing Date; (g) all Liabilities arising by reason of any violation or alleged violation by Seller of any Applicable Law or any requirement of any Governmental Authority; (h) all Liabilities under Assumed Contracts to the extent such Liabilities are not Assumed Liabilities, including those arising out of the consummation of the Closing, any failure to perform, improper performance, breach of warranty or other breach, default or violation occurring on or prior to the Closing Date; (i) liabilities all Liabilities arising under Environmental Law and relating to or arising out of any acts or omissions of Seller prior to the Closing, with respect to the Purchased Assets, including any such Liability relating to or arising from (i) any Real Property or any other real property presently or formerly owned, operated or leased by Seller, (ii) the off-site transportation, disposal or arranging for unpaid the off-site disposal of any Hazardous Materials, (iii) the Release of Hazardous Materials in, at, on, under, from or emanating from the Real Property or any other real property presently or formerly owned, operated or leased by Seller, or (iv) the actual or alleged violation of any Environmental Law; (j) all Liabilities of any Person arising out of or relating to the distribution, allocation and payment of any part of the Purchase Consideration in the manner directed by Seller; (k) all Indebtedness of Seller, and any Lien or Liabilities related thereto, given in connection therewith, or arising therefrom, which is not an Assumed Liability; (l) all retrospective premium adjustment, audit premium adjustment, experience-based liability, loss sharing cost adjustment or self-insured retention risk (including liability to reimburse Employees for health services rendered prior to Closing) with respect to any Seller Insurance Policies; (m) the prorated share of any ad valorem Taxes (with respect to the Purchased Assets for Pre-Closing Tax Periods as defined described in Section 2.10)2.3; (n) all liabilities under and with respect to any Office Leases, Management Agreements, and Contracts of Seller that are not assumed by Purchaser; (o) all liabilities, costs, expenses and obligations under and with respect to every plan, program or arrangement which Seller currently sponsors, maintains or contributes or is bound to on behalf of Employees for: (i) defined benefit or defined contribution retirement benefits; (ii) stock purchase or ownership; executive compensation, including deferred compensation or equity participation; (iii) bonus, commission, profit-sharing and other incentive compensation; (iv) vacation, sick and other paid and unpaid leave; (v) short-term or long-term disability benefits; (vi) death benefits; (vii) health care benefits; (viii) severance, salary continuation or other termination pay benefits; (ix) employee assistance benefits; and (x) each other material employee benefit, including without limitation each "employee benefit plan" within the meaning of Section 3(3) of ERISA, that is established, maintained, adopted, sponsored , or contributed to, by Seller for the benefit of or relating to any Employees or their dependents, survivors, or beneficiaries, whether or not in writing and for which Seller could have liabilities (whether provided through insurance or otherwise); and all obligations or liabilities of Seller that relate the foregoing are hereinafter collectively referred to as "Employee Plans; and (p) all Liabilities in respect of any of the Excluded Assets; (iii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3.

Retained Liabilities. (a) Buyer shall not assume, and Seller shall retain and pay, perform and discharge when due, all of the liabilities and perform any obligations, of every kind and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 abovenature, including relating to or arising from the following obligations and liabilities (all such obligations and liabilitiescollectively, the "“Retained Liabilities"”): (ia) liabilities for unpaid Taxes (as defined in Section 2.10)all obligations of Seller under the Bonds, including any obligations under any related letters of credit, bonds and other surety instruments, reimbursement agreements and other agreements related to the Bonds; (iib) Taxes (other than Transaction Taxes) relating to the Business for periods on or prior to the Closing Date; (c) all liabilities or obligations or liabilities of Seller that relate related to any of the Excluded Assets, in each case whether arising before, on or after the Closing Date; (iii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (ivd) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior related to the Closing Date, including such of Pension Plan and the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulationDefined Contribution Plan; (ve) any Indebtedness and any guarantees of Indebtedness; (f) Proceedings based on conduct, operation, actions, inaction, facts, circumstances, conditions or otherwise related to the Business, including Proceedings arising from or related to any other Assumed Liability, but solely to the extent any such Proceeding (i) arises out of events occurring before the Closing Date and (ii) falls within the scope of the Political Subdivision Tort Claims Act of Pennsylvania as of the date hereof; (g) all obligations and liabilities of Seller under or in connection with this Agreement, the Related Documents, any employee benefit plans, whether formal certificate or informal, whether other document delivered in connection herewith or not set forth in writingtherewith, and whether covering one person any of the transactions contemplated hereby and thereby, that by their terms expressly survive the Closing Date; and (h) all interest rate or more than one personother swaps, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employeehedging agreements, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3derivative transactions.

Retained Liabilities. Don Galloway shall not assume any of the following Liabilities: (ai) ▇▇▇ ▇▇▇▇▇▇▇ty of any of the Companies for unpaid Taxes (with respect to Landmark) for periods prior to the Closing, except to the extent set forth in Sections 1.08(c) or 1.09, (ii) any Liability of any of Landmark or any of its Affiliates for income, transfer, sales, use, and other Taxes arising in connection with the consummation of the transactions contemplated hereby (including any income Taxes arising because Landmark has transferred to Don Galloway the Landmark Assets), other than as provided in Sectio▇ ▇.▇▇(▇), (iii) any Liability of Landmark or any of its Affiliates for the unpaid Taxes of any Person other than any of them under Treas. Reg. Section 1. 1502-6 (or any similar provision of Law), as a transferee or successor, by contract or otherwise, (iv) any obligation arising with respect to any act or omission prior to Closing of any of Landmark or any other Company or other Affiliate to indemnify any Person by reason of the fact that such Person was a director, officer, employee, or agent of any other Person or was serving at the request of the Seller shall retain and/or any of the Companies as a partner, trustee, director, officer, employee, or agent of Landmark or any of Landmark or any other Company or other Affiliate (whether such indemnification is for judgments, damages, penalties, fines, costs, amounts paid in settlement, losses, expenses, or otherwise and paywhether such indemnification is pursuant to any statute, discharge charter document, bylaw, agreement, or otherwise), (v) any Liability of any Company or any of its Affiliates for costs and perform any and all obligations and liabilities not expressly assumed by Purchaser expenses incurred in connection with this Agreement, other than as provided in Section 1.06 above1.08(c), (vi) any Liability or obligation of any Company or any of its Affiliates under this Agreement (or under any side agreement between any of the Companies on the one hand and Purchaser on the other hand entered into on or after the date of this Agreement), (vii) any Liability of Landmark or its Affiliates (including the following obligations Companies) arising out of or relating to the Lakeridge Townhomes litigation (Case No.: OCV 14125), filed with the Superior Court Division, Wake County, North Carolina, which the Seller represents and liabilities warrants is a true and correct description in all material respects of such material litigation involving Landmark, or any other Actions or Proceedings arising out of or relating to the same or substantially similar facts and circumstances involving the Lakeridge Townhomes pursuant to which Case No.: OCV 14125 was filed (all such obligations and liabilitiescollectively, the "Retained LiabilitiesLakeridge Litigation"): ), (iviii) liabilities for unpaid Taxes any Liability of Landmark or its Affiliates (including the Companies) arising out of or relating to the Lightkeepers Village litigation (Case No. 00 043 filed on January 6, 2000, Case No. 00-1454 filed on April 3, 2000 and "Vollmar v. Lightkeepers Village", filed with the 15th Judicial Circ▇▇▇ ▇▇ South Carolina), which the Seller represents and warrants are true and correct descriptions in all material respects of such material litigation involving Landmark, or any other Actions or Proceedings arising out of or relating to the same or substantially similar facts and circumstances involving the Lightkeepers litigation pursuant to which Case No's.: 00 043, 00- 1454 and/or "Vollmar v. Lightkeepers Village" were filed (collectively, the "Lig▇▇▇▇▇▇▇rs Litigation"), (ix) any Liabilities arising out of or in connection with any employee benefit plan of any kind, including any Employee Plan (as defined in Section 2.102.22); (ii) all obligations , whether arising before, on or liabilities of Seller that relate to any of the Excluded Assets; (iii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to after the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of and any law or governmental regulation; (v) Liabilities in connection with any and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits as defined in Section 3(3) of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee ERISA as a result of any such employee Company or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance Seller being considered a part of the services for which paid. The term a "employee benefit plansingle employer" includes all employee welfare benefit plans within the meaning of Article 3 Sections 414(b), (1c), (m), (n) and (o) of the Employee Retirement Income Security Act Internal Revenue Code; and (x) any Liability arising out of 1974or relating to the termination of David Guy or Tim Samuels on or prior to January 1, as amended 2002 ("ERISA"other than ▇▇ ▇▇▇▇▇ded ▇▇▇ ▇▇ ▇▇▇▇ion 1.06(f) of the Disclosure Schedule), and all employee pension benefit plans within the meaning of Article 3.

Retained Liabilities. (a) Seller Except for the Assumed Liabilities, Buyer shall retain and paynot assume any Liabilities of Seller, discharge and perform any whether arising before, on or after the Closing Date, and all obligations and liabilities not expressly assumed by Purchaser such Liabilities (collectively the “Retained Liabilities”) shall remain the exclusive Liabilities of Seller. Notwithstanding anything to the contrary set forth in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilitiesthis Agreement, the "Assumed Liabilities shall not include, and the Retained Liabilities"): Liabilities shall include, but not be limited to, any Liability for (i) liabilities for unpaid Taxes that certain TD Bank Revolving Term Note, by and between TD Bank, N.A. and Seller, and the associated loan documents (as defined in Section 2.10collectively, the “TD Bank Loan”); ; (ii) all obligations Taxes arising as a result of or liabilities of Seller that relate with respect to the Business or the Purchased Assets with respect to any of taxable period or portion thereof ending prior to the Excluded Assets; Closing Date (for this purpose, with respect to Taxes, if any, reported on a periodic basis for a period that includes, but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis); (iii) all obligations any Taxes of Seller or liabilities for any borrowed money incurred its Members, including Transfer Taxes arising out of or in connection with the transactions contemplated by Seller whether pre-petition or post-petition; this Agreement; (iv) all any Liabilities or obligations arising on or prior to the Closing Date in regards to social security contributions and benefits (whether regular or increased), income Taxes and in respect of any employee benefit plans now or formerly maintained or utilized by Seller (including without limitation any liabilities resulting fromarising under any Benefit Plan, caused by regardless of when such liability accrues) as well as any liabilities and obligations in regards to any self-employed contractor or leased employees/agency workers; (v) any Liabilities or obligations of Seller arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease in respect of any of its properties or assets employees’ prior status as independent contractors, including without limitation, any liability for Taxes or any properties payroll withholdings that could be claimed by Governmental Authorities in respect of such employees; (vi) any Liability or assets previously used by obligations of Seller at arising out of its dispute and subsequent lawsuit with Uniter; (vii) any Liabilities or obligations respecting (x) Seller’s employees accrued vacation, paid time off, salary or bonus amount that are not Assumed Liabilities pursuant to Section 2.3(c), and (y) amounts derived from any stock option plan of Seller, employee benefit or workers compensation claims, health care continuation claims under COBRA or any other employee or contractor classification claims; (viii) any Liabilities or obligations that are not Assumed Liabilities pursuant to Section 2.3(c) in respect of the employees or contractors of Seller which arise out of events occurring on or prior to the Closing Date, including such including, but not limited to, Liabilities and obligations arising out of events occurring on or prior to the Closing Date for violations of the foregoing Health and Safety at Work etc. A▇▇ ▇▇▇▇, the Fair Labor Standards Act, the Occupational Safety and Health Act, 29 U.S.C. and any health and safety or workers compensation legislation applicable to such employees, any amendment thereto or regulation thereunder, ERISA, or any similar federal or state Laws as constitutewell as those prohibiting discrimination on the basis of race, may constitute sex or are alleged otherwise; (ix) all Liabilities of Seller to constitute a tortindemnify any Person in connection with the operation of the Business at or prior to Closing, breach whether arising out of contract, or violation or requirement of any common law or governmental regulation; otherwise; (vx) all trade accounts payable of Seller to Third Parties in connection with the Business that remain unpaid as of the Closing Date and that are past due by more than thirty (30) days; and (xi) any and all liabilities of Seller under Liabilities associated with any employee benefit plansclaims for benefits, whether formal workers’ compensation, severance, retention, termination or informalother payments due Transferred Employees in connection with, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereofas a result of, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance consummation of the services transactions contemplated by this Agreement. Seller shall be responsible for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3Retained Liabilities.

Retained Liabilities. Notwithstanding anything to the contrary contained in this Agreement or in any other agreement or instrument, other than as provided in the Headquarters Assignment and Assumption Agreement and other than the Assumed Liabilities, Buyer shall not assume or be liable with respect to any liability or obligation of Seller or its Affiliates of whatever nature (a) Seller shall retain and pay, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilitiescollectively, the "Retained Liabilities"):), and Seller and its Affiliates, as applicable, shall remain solely responsible and liable for all Retained Liabilities, including any liability or obligation of Seller or its Affiliates relating to or arising from the following: (i) liabilities for unpaid Taxes (as defined 2.5.1 any Leases, including Canadian Retained Leases, other than the Acquired Leases; 2.5.2 any arrearages of Seller, including any arrearages relating to Canadian Retained Leases, other than those specifically set forth in Section 2.102.4.2; 2.5.3 any and all Taxes, whether imposed by Contract, Law or otherwise, other than as set forth in Section 6.1 and the Assumed Real Estate Taxes; 2.5.4 other than as set forth below in Section 6.4.2(b) with respect to the Transferred Employees, any and all employee obligations, including salary, bonus, equity, payroll taxes, benefits arising under Employee Benefit Plans, severance, accrued vacation, COBRA obligations and Contracts; 2.5.5 any escheat liability relating to Seller's operations; 2.5.6 all accounts payable, intercompany debt (including any intercompany debt between Seller and TCP or its Affiliates) and other liabilities; 2.5.7 any monthly rents and other amounts for the period from the Applicable Petition Date to the Applicable Closing (which amounts shall be paid by Seller when due); 2.5.8 any Retained Asset (ii) all obligations including the Canadian Retained Stores), including any liability or liabilities obligation arising out of a claim by any party to any Contract that does not constitute an Acquired Asset arising out of the determination not to transfer such Contract; 2.5.9 any Action arising against Seller at any time; provided, however, that, with respect to any Action relating to or arising out of the Acquired Assets or the USA Remaining Stores, the Retained Liabilities shall only include such Actions that relate to any the operation of the Excluded Assets; (iii) all obligations Acquired Assets or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time USA Remaining Stores prior to the Closing DateApplicable Closing; and 2.5.10 any claim or assertion that Buyer has transferee liability (other than for the Assumed Liabilities) or successor liability, including for any Tax claims or Actions, whether such of claims or Actions are made by any Taxing authority where Seller currently files Tax Returns or by any other Taxing authority in any other jurisdiction (whether located in the foregoing as constituteUnited States, may constitute or are alleged to constitute a tort, breach of contractCanada, or violation or requirement of any law or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"country), and all employee pension benefit plans within the meaning of Article 3.

Retained Liabilities. (a) Seller Sellers shall retain responsibility for performing when due, and payBuyer shall not assume or have any responsibility for, discharge all liabilities of Sellers related to the Business and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 abovethe Purchased Assets other than the Assumed Liabilities, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (i) liabilities for unpaid Taxes (as defined in Section 2.10); the ownership and operation of the Business and the Purchased Assets prior to the Closing; (ii) all obligations or liabilities of Seller that relate to any of the Excluded Assets; ; (iii) all obligations or liabilities for the termination of any borrowed money incurred by Seller whether pre-petition or post-petition; employees of Sellers who are not Transferred Employees; (iv) all Transferred Employees who do not report for work with Buyer upon the Closing; (v) certain indebtedness of the Sellers set forth on Schedule 1.4; (vi) any refund, recoupment, and any penalty obligations for services rendered and liabilities resulting frombilled by the Business or its employees prior to Closing, caused by regardless of when such obligations are discovered or due; and (vii) any liability relating to or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any employment action or practice in connection with Seller’s employment or termination of its properties employment of any persons currently or assets formerly employed or any properties or assets previously used seeking to be employed by Seller at any time prior to the Closing DateSellers, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, liabilities based upon breach of employment contract, employment discrimination, wrongful termination, wage and hour compliance (including, without limitation, employee classification, overtime and minimum wage obligations), independent contractor classification, health and safety requirements, immigration and/or worker authorization requirements, disability accommodation and leave laws, workers’ compensation, constructive termination, failure to give reasonable notice or violation pay in lieu of notice, severance or requirement of any law termination pay or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plansthe Consolidated Omnibus Budget Reconciliation Act, whether formal or informalas amended, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"amended, the Worker Adjustment Retraining Notification Act of 1988, as amended, the Fair Labor Standards Act, as amended, or the National Labor Relations Act, as amended, or any equivalent state, municipal, county, local, foreign or other Applicable Law. Notwithstanding anything to the contrary contained herein, any amounts that come due pursuant to this Section 1.4(a)(vi) or related to the liabilities listed on Schedule 2.12(b), if any, shall be offset as set forth in Section 7.6(e) subject to Sellers’ and all employee pension benefit plans within Owner’s prior written consent. 6 (a) For the meaning purposes of Article 3this Agreement, the liabilities described in Section 1.4(a) shall collectively be the “Retained Liabilities”.

Retained Liabilities. Buyer shall not be obligated to pay, perform or abide by, and Seller shall retain exclusive responsibility for, any liabilities, debts, obligations, undertakings or commitments of the Seller (the “Retained Liabilities”), other than the Assumed Liabilities. Except for Assumed Balance Sheet Liabilities identified and set forth on Schedule 2.2(A)(1) (as amended by the Supplemental Schedule), the Retained Liabilities shall include, but not be limited to, the following: (1) Any sales, use, income, gross receipts, excise, franchise, employment, withholding or other imposition, duty or tax (each, a “Tax”) imposed by or payable to any governmental body, federal, state or local, on or with respect to any period prior to the Effective Date or in respect to the sale and transfer of the Purchased Assets or the Assumed Liabilities; (2) Any liability or obligation accruing prior to the Effective Date in respect to (a) Seller shall retain and payany employee benefit plan or any other employee benefit arrangement or commitment which is or has been maintained or contributed to by Seller, discharge and perform (b) any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 aboveportion of any bonuses earned or accrued upon the basis of any events occurring prior to the Effective Date, including (c) any accrued vacation benefits, or (d) any obligation to reimburse any employee for expenses incurred prior to the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"):Effective Date; (i3) liabilities for unpaid Taxes Any liability or obligation which, absent this provision, comprises a part of the Assumed Liabilities but which is covered by any insurance policy maintained by Seller or any of Seller’s affiliates (as defined in Section 2.10but, then, only to the extent of such insurance coverage); (4) Any (a) inter-company charges or amounts due Parent or any affiliate of Seller or Parent, (b) claims relating to inter-franchise payment obligations which are based on the non-payment of amounts owing any other franchisee of the Franchisor, (c) amounts due for borrowed money, (d) obligations arising under any agreement, instrument or other contractual undertaking or commitment that is not an Assigned Contract or which is not an Assumed Liability, (e) obligations to refund prepayments by customers which Seller received without providing any training prior to the Effective Date or which prepayments represent duplicate payments, or (f) inter-franchise obligations relating to (i) payment for training programs sold to ▇▇▇▇▇▇ ▇▇▇▇▇▇ Worldwide or (ii) all obligations or liabilities of Seller that relate to any payment for training provided by franchisees of the Excluded AssetsFranchisor other than the Buyer or its affiliates upon redemption of national training coupons sold by Seller prior to the Effective Date in circumstances where same are redeemed more than one (1) year after the issuance of such coupons. (5) [****************************************************]; (iii6) all Any (a) liability or obligation to indemnify any director, officer, employee or agent of Seller, except with regard to indemnification obligations owed to Seller or liabilities Parent from Buyer and/or Owners arising under this Agreement, (b) liability arising out of or in connection with any violation of a statute or governmental rule, regulation, directive or other requirement, and any liability or obligation of a conditional, contingent or similar nature, or (c) liability or obligation which arises from or is based on a claim for any borrowed money incurred by Seller whether pre-petition injury to or post-petitiondeath of persons, or damage to or destruction of property, regardless of when asserted, but which arises from facts or circumstances which occurred prior to the Effective Date; (iv7) all obligations and liabilities resulting fromAny liability or obligation relating to the Cisco Equipment Lease or a Minolta copy machine leased by Seller for use in the Leased Premises; (8) Any liability or obligation relating to the premises previously occupied by Seller in Tucker, caused by Georgia (including, but not limited to, repairs, maintenance or arising out ofdeferred maintenance, directly common area maintenance or indirectlyother charges for the use of any common areas, rental payments, taxes, insurance, or other charges) or relating to the conduct move of Seller's business ’s assets and Business from the premises in Tucker, Georgia to either of the Leased Facilities; (9) The obligations of Seller, Parent or ownership their affiliate(s) on any guaranty of the Facilities Leases (but subject to the provisions set forth in Section 4.1) or lease for the making of or payment for any tenant improvements or similar charges relating to the Perimeter Center Lease; and (10) Any debts, liabilities or obligations incurred by Seller, or actions, claims or lawsuits asserted against either Buyer or Seller which relate to the operation of its properties or assets or any properties or assets previously used by Seller at any time the Business prior to the Closing Effective Date, including such of except for matters which arise from or relate to (y) the foregoing as constituteAssumed Liabilities, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; and/or (vz) any and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3Training Obligations.

Retained Liabilities. (a) Seller shall retain and Subject to Section 2.5, Newco 1 does not assume or agree to pay, honor, satisfy, discharge or perform, and perform shall not be deemed by virtue of the execution and delivery of this Agreement or any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 aboveAncillary Document or as a result of the consummation of the transactions contemplated hereby or thereby, to have assumed, or to have agreed to pay, honor, satisfy, discharge or perform, any liability of any Transferor (other than the Assumed Liabilities), whether primary or secondary, direct or indirect, known or unknown, fixed, accrued or contingent, existing prior to the Effective Time (the “Retained Liabilities”), including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"):following: (i) liabilities for unpaid Taxes (as defined in any liability of any Transferor not specifically assumed pursuant to Section 2.101.3(a); (ii) all obligations or any liability arising prior to the Effective Time out of any breach by any Transferor of any provisions of any Assumed Contract, including liabilities arising out of Seller that relate any Transferor’s failure to perform any of Assumed Contract in accordance with its terms prior to the Excluded AssetsEffective Time; (iii) all obligations or any liability arising out of any breach by any Transferor of any provisions of any Contract (other than an Assumed Contract and other than as described in Section 1.3(b)(ii)), including liabilities for arising out of any borrowed money incurred by Seller whether pre-petition or post-petitionTransferor’s failure to perform any Contract (other than an Assumed Contract and other than as described in Section 1.3(b)(ii)) in accordance with its terms; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease any liability of any Transferor under any Employee Benefit Plan or Benefit Arrangement arising from the operation of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulationTransferor’s businesses; (v) any and all liabilities liability for any Taxes payable with respect to the Contributed Assets or the Operations for any period or portion thereof ending on or prior to the Closing Date; (vi) any liability under or in connection with any Excluded Assets; (vii) any liability with respect to (A) any employees or any collective bargaining representatives of Seller under any employee benefit plansemployees, whether formal agents or informalindependent contractors, in each case incurred while such person was employed by or affiliated with any Transferor or any of its respective affiliates, whether or not set forth in writingsuch employees, collective bargaining representatives, agents or independent contractors are employed by or are affiliated with Newco 1 after the Effective Time, (B) any Laws relating to plant closings, mass layoffs or employment termination occurring at or prior to the Effective Time, (C) any liabilities arising under or with respect to any collective bargaining agreement or Employee Plans to which any Transferor or any of its respective affiliates is or was a party prior to the Effective Time, (D) any liabilities arising at or prior to the Effective Time for wages, salaries, severance (and notice thereof), termination pay, vacation, individual or group life or health insurance, property or personal injury claims or termination claims, and whether covering one person (E) any liability arising on or more than one person, sponsored or maintained by Seller. For prior to the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value Effective Time with respect to any employee, former employee, or present or former beneficiary, dependent or assignee employees of any Transferor, applicants for employment with such employee Transferor or former employee collective bargaining agents arising from any unfair labor practice charges, charges of employment discrimination, other than regular salaryfederal and state administrative charges of any kind, wages workers’ compensation claims, arbitration awards, claims under the WARN Act, claims for severance pay or commissions paid substantially concurrently other claims or causes of action of any kind; (viii) any liability of any Transferor arising out of or incurred in connection with the performance negotiation, preparation and execution of this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby and fees and expenses of any and all counsel, accountants and other experts or advisers; (ix) any intercompany liability between any Transferor and any affiliate thereof; (x) any liabilities retained by any Transferor under Section 6.2; (xi) any accounts payable or other payables due and owing by any Transferor; (xii) any liability resulting from any Action, whether or not pending or threatened prior to the Effective Time, arising out of or relating to any other Retained Liability specified in this Section 1.3(b); (xiii) any liability arising under any Contract that is not an Assumed Contract; and (xiv) any fines or penalties imposed on any Transferor as a result of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning Notice of Article 3 (1) of the Employee Retirement Income Security Act of 1974Probable Violation disclosed on Transferor Disclosure Schedule 3.4, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3Item 1.a.

Retained Liabilities. (a) Seller shall retain and payExcept as otherwise expressly set forth in this Agreement or the OTA, discharge and perform Purchaser is not assuming, in connection with the transactions contemplated hereby or thereby, any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (i) liabilities for unpaid Taxes (as defined in Section 2.10); (ii) all obligations or liabilities obligation of Seller that under any of the Seller Assets which have arisen, accrued or relate to any of the Excluded Assets; (iii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time period prior to the Closing Date, including such whether direct or indirect, known or unknown, asserted or unasserted, liquidated or unliquidated, or absolute or contingent, including, but not limited to; (i) intentionally omitted; (ii) the payment of all taxes and assessments due and payable or accrued but not yet paid arising from Sellers’ ownership and operation of the foregoing as constituteProperties prior to the Closing Date, may constitute except to the extent Purchaser has received a credit for such taxes and assessments under Section 7; (iii) any claim, whether direct or are alleged to constitute a tortindirect, breach of contractknown or unknown, or violation absolute or requirement of contingent, for personal injury, workers compensation, or property damage to a Person against Seller which is based on, or relates to, any law event which occurred at the Properties prior to the Closing Date, excluding any damages caused or governmental regulationexacerbated by Purchaser; (iv) intentionally omitted; (v) any actual, pending or threatened litigation with respect to any of the Seller Assets which relates to events that occurred prior to the Closing Date, excluding any damages caused or exacerbated by Purchaser; (vi) any amounts due or that may become due as a result of (A) any determination by Medicare or Medicaid, any fiscal intermediary, or any federal or state Governmental Authority or any Third Party Payor that any amounts paid to Seller for any services provided by Seller at a Property (including, for the avoidance of doubt, any claims with respect to Medicare advance payments) prior to the Closing Date resulted in (x) an overpayment, (y) cost report adjustments, or (z) any other recoupment or determination that funds previously paid by such payor must be repaid, and all (B) any fines, penalties, assessments, and other charges associated with any such determinations, in each case, except to the extent Purchaser has received a credit therefor under Section 7 or Section 8; (vii) any claims, litigation or other liabilities arising from or related to any violation of applicable Health Care Laws with respect to any period prior to the Closing Date; and (viii) any claims by any resident (or his or her estate or heirs) for bodily injury, harm or death or by any regulatory body, in each case as a result of contraction of COVID19 (as hereinafter defined), but only to the extent relating to acts, omissions, events or circumstances first arising or occurring prior to the Closing Date. The term “COVID-19” as used herein shall mean, as the context may require, the virus known as “COVID-19” or “SARS-CoV2” or any mutation thereof, or the disease known as “coronavirus disease 2019,” or any similar ailment. All items contained in this Section 2(d) are the “Retained Liabilities”. The Retained Liabilities shall be retained and discharged in accordance with their terms by Seller under any employee benefit plans, whether formal or informal, whether or not (subject to the limitations otherwise expressly set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"this Agreement), and all employee pension benefit plans within the meaning of Article 3.

Retained Liabilities. (a) Seller The Retained Liabilities shall retain remain the sole responsibility of and payshall be retained, discharge paid, performed and perform any and all obligations and liabilities not expressly assumed discharged solely by Purchaser in Section 1.06 above, including Seller. The Retained Liabilities shall include the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"):following: (i) liabilities any liability or obligation with respect to Taxes for unpaid Taxes (as defined in which Seller is liable pursuant to Section 2.10)7.6; (ii) all obligations any liability or liabilities obligation of Seller that relate to any of the Excluded Assetsbased upon or arising under this Agreement; (iii) all obligations any liability or liabilities obligation with respect to any present, former or prospective employees of Seller arising out of or in connection with their employment or possible employment with Seller at any time, or any liability or obligation with respect to any present, former or prospective contract employee, independent sales representative or other independent contractor of Seller arising out of or in connection with their relationship or possible relationship with Seller at any time, including any liability arising out of: (A) any benefit plans or benefit arrangements, including but not limited to the Benefit Plans and Benefit Arrangements; (B) any collective bargaining agreements; (C) any shut-down agreements; (D) any charges, complaints and/or grievances concerning Seller's termination of its employees, contract employees, independent sales representatives or other independent contractors; (E) any violations or alleged violations of any federal, state, provincial, local or foreign Laws by Seller; (F) any tort or contract claims of any kind, or any other claims relating to affirmative action compliance, compensation, health and welfare benefits, vacation pay, unemployment insurance benefits, deferred compensation, pension and retirement benefits, severance benefits, disability benefits, other fringe benefits, rights arising under a collective bargaining agreement, or rights or benefits under the Consolidated Omnibus Budget Reconciliation Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Americans with Disabilities Act, the Occupational Safety Hazard Act, the Worker Adjustment Retraining and Notification Act, ERISA, the California Civil Rights Initiative or any other federal, state, provincial, local or foreign employment Law; (G) any claims asserted by Seller's present or former employees or independent contractors for any borrowed money incurred workers' compensation, unemployment compensation or comparable benefits; or (H) the termination or refusal to employ by Seller whether pre-petition of any of its present, former or post-petitionprospective employees, or the termination or refusal to utilize by Seller of any of its present, former or prospective contract employees, independent sales representatives or other independent contractors; (iv) all any conditions, obligations and or liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business , actual, contingent or ownership otherwise, relating to Contaminants, and/or arising pursuant to Environmental Laws, including, but not limited to, On-Site Environmental Liabilities and Off-Site Environmental Liabilities, in each case in respect of the period on or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any and all liabilities liability arising out of the violation of, or failure by Seller to comply with, any Law; (vi) any liability or obligation of Seller relating to the Retained Assets; (vii) any liability or obligation of Seller arising out of any indebtedness (other than the obligations listed on Schedule 2.1) with respect to any period ending on or prior to the Closing Date; (viii) any liability or obligation of Seller with respect to any claim, action, suit, proceeding or arbitration by any Person, or arising out of any inspection, investigation or audit or any enforcement or other action by any Governmental Entity; (ix) any liability or obligation of Seller under any employee benefit plansinstrument, whether formal agreement or informalcontract that is not an Assumed Contract; and (x) any audit, whether legal, financial adviser, broker or not set forth in writing, and whether covering one person finder fees or more than one person, sponsored or maintained commissions payable by Seller. For the purposes hereofExcept as provided herein, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974foregoing liabilities, as amended ("ERISA")obligations or claims are not being assumed by Buyer hereunder or otherwise, and all employee pension benefit plans within are hereinafter collectively referred to as the meaning of Article 3"Retained Liabilities."

Retained Liabilities. Other than the Assumed Liabilities, neither Purchaser shall assume nor shall be liable for (a) and nothing in this Agreement shall be construed as causing or requiring either Purchaser to assume or be liable for), and Seller shall retain and payremain solely liable for and obligated to discharge, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 aboveof the debts, including the following obligations and liabilities (all such obligations and liabilities, payables, commitments and obligations of Seller of any kind or nature whatsoever, whether absolute or contingent, liquidated or unliquidated, secured or unsecured, and whether or not accrued, matured, known or suspected or unknown, whether or not related to or arising from the "Transferred Assets, and whether existing on or arising after the Closing Date (collectively referred to as the “Retained Liabilities"): ” and individually referred to as a “Retained Liability”). Retained Liabilities include, but are not limited to, (i) liabilities any obligations for unpaid Taxes borrowed money and any accrued interest, prepayment premiums or penalties related thereto (as defined in Section 2.10collectively, “Indebtedness”); , (ii) all obligations or liabilities costs and expenses of Seller that relate incurred or to be incurred by it in connection with the negotiation and preparation of this Agreement and carrying out the transactions contemplated by this Agreement, including legal, investment banker, accounting and other financial consultant fees and any of the Excluded Assets; compensation payable to Seller’s Agent (collectively, “Transaction Expenses”); (iii) all obligations any change in control payments, severance or liabilities for any borrowed money incurred other amounts required to be made by Seller whether pre-petition or post-petition; in connection with the transactions contemplated hereby; (iv) all obligations and liabilities resulting from, caused by any amounts payable to Seller’s employees or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time independent contractors for periods prior to the Closing Date, including such and as a result of the foregoing Closing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; described in Section 6.6 below; (v) any and all liabilities losses due to any wrongful acts or omissions of Seller under any employee benefit plansor the officers, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3directors,

Retained Liabilities. Except for the liabilities and obligations to be assumed by Purchaser pursuant to Section 3.03, Purchaser will not assume and will not be liable for any liabilities of any of the AG Companies, known or unknown, contingent or absolute, accrued or other (the “Retained Liabilities”), which Retained Liabilities include, without limitation, the following (provided, however, that the following items do not limit the scope or extent of the Assumed Liabilities): (a) Seller shall retain Liabilities, obligations or debts of any of the AG Companies, whether fixed, contingent or mixed and paywhether based on events occurring before or after the Closing, discharge including those based on tort, contract, statutory or other claims or involving fines or penalties payable to any governmental authority, that are not recorded, or exceed the amounts recorded, on the Closing Balance Sheet; (b) Liabilities, obligations or debts, if any, of any of the AG Companies to General Electric Capital Corporation, including under the Credit Agreement dated as of October 6, 2005 among Associated Grocers, Incorporated, as Borrower, the other credit parties signatory thereto, as credit parties, and perform General Electric Capital Corporation, as Lender, as amended; (c) Liabilities or obligations with respect to leases, subleases, guarantees or other financial commitments of the AG Companies that are not Purchased Assets; (d) Except as otherwise provided in this Agreement, liabilities, obligations or debts of any of the AG Companies for any federal, state, local or foreign tax, including federal income taxes, state income and all obligations excise taxes, state and liabilities not expressly assumed by Purchaser local real and personal property taxes, customs duties, value added tax, and federal, state, local and foreign withholding and payroll taxes; (e) Except for the Assumed Plans and except as provided in Section 1.06 above7.03(c), (d) and (e), liabilities or obligations of any of the AG Companies or any of their ERISA Affiliates with respect to a Seller Benefit Plan or for salaries, bonuses, health and welfare benefits, workers compensation or for any other benefits or compensation (including accrued vacation), including those pursuant to employment agreements and industrial insurance obligations; (f) Liabilities or obligations of any of the following AG Companies or any of their ERISA Affiliates for employee severance payments or arrangements resulting from termination of the employees of any of the AG Companies or their ERISA Affiliates; (g) Liabilities or obligations and liabilities of any of the AG Companies relating to issuances of the stock or other ownership interests of whatever type in any of the AG Companies; (all such h) Liabilities or obligations and liabilities, of any of the "Retained Liabilities"):AG Companies incurred in connection with distributions to shareholders or members or in connection with any corporate or other dissolution; (i) liabilities for unpaid Taxes (as defined in Section 2.10)Liabilities or obligations of any of the AG Companies incurred with respect to any litigation, including the SUPERVALU Litigation and the ▇▇▇▇▇ and ▇▇▇▇ Litigation; (iij) all Any obligations or liabilities primarily related to the Retail Store or any other retail stores of Seller that relate to any of the Excluded Assets;AG Companies; and (iiik) all Liabilities or obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior the AG Companies for Washington and Seattle business and occupation tax relating to the Closing DateWestern Family Foods, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3Inc.

Retained Liabilities. (a) Seller Neither the Purchaser nor any Affiliate of the Purchaser shall retain and payassume, discharge and perform or otherwise be responsible for any and all obligations Liabilities of the Seller Parties and liabilities their Affiliates not expressly assumed by Purchaser as an Assumed Liability in Section 1.06 above2.3, including whether liquidated or unliquidated, or known or unknown, whether arising out of occurrences prior to, at or after the Closing Date. 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 assume any of the following obligations and liabilities (all such obligations and liabilitiesof the Seller Parties: any Liability of the Seller Parties to or in respect of any employees or former employees of the Seller Parties or their Affiliates, the "Retained Liabilities"): including, (i) liabilities any claim or demand of a current or former employee relating to or arising as a result of employment, termination by the Seller Parties thereof, or an employment agreement, whether or not written, between a Seller Party or its Affiliates and any Person, including, for unpaid Taxes (as defined in Section 2.10); this purpose, with respect to any Person claiming entitlements or benefits on the basis of a claimed employer-employee relationship between a Seller Party and such Person, (ii) all obligations any Liability under any employee plan at any time maintained, contributed to or liabilities 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 Seller that relate to any of the Excluded Assets; employee plan, (iii) all obligations any Liability under the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") arising as a result of any act or liabilities for any borrowed money incurred omission by Seller whether pre-petition or post-petition; Parties, (iv) all obligations any Liability of a Seller Party or its Affiliates under the WARN Act, and liabilities resulting fromany similar state, caused 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; except as provided in Section 2.9, any Liability of a Seller Party or its Affiliates in respect of any Tax with respect to any Tax period (including any liability for the Taxes of any other Person (i) under Treasury Regulation Section 1.1502- 6 (or any similar provision of state, local, or foreign law), (ii) as a transferee or successor, (iii) by contract or otherwise (iv) and any Liability for Tax attributable to the Acquired Assets or the Business with respect to any Pre-Closing Tax Period, including any Liability for the breach of the terms of any "approved enterprise" programs received by the Company which may result from the transactions contemplated by this Agreement (such Liability for Taxes for the portion of any Straddle Period ending on the Closing Date shall be determined as follows: (A) in the case of any Taxes other than Taxes based upon or related to income or receipts, the portion allocable to the Straddle Period ending on the Closing Date shall be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period; and (B) in the case of any Tax based upon or related to income or receipts, the portion allocable to the Straddle Period ending on the Closing Date shall be deemed equal to the amount which would be payable if the relevant Straddle Period ended on the Closing Date); any Liability to the extent arising from any injury to or death of 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 Party or any other Person prior to the Closing Date; any Liability of the Seller Parties for any Action to the extent arising out ofof or related to claims (i) asserted prior to the Closing Date against any Seller Party or against or in respect of any Acquired Assets or (ii) the basis of which shall have arisen prior to the Closing Date; except as expressly provided in this Agreement with respect to Assumed Contracts, directly any Liability of the Seller Parties to the extent resulting from entering into, performing its obligations pursuant to or indirectlyconsummating the transactions contemplated by this Agreement; any Liability of a Seller Party or its Affiliates that arises out of or relates to any Excluded Asset; any Liability of a Seller Party or the Business to any Seller Party's Affiliates arising prior to the Closing Date; any Liability of a Seller Party for the payment of fees or expenses of any broker or finder in connection with the origin, negotiation or execution of this Agreement or in connection with any transaction contemplated hereby; and any Liability of a Seller Party arising out of or relating to the conduct of Seller's business or ownership or lease operation of any of its properties the Business or assets or any properties or assets previously used by Seller at any time the Acquired Assets prior to the Closing Date, including such of outstanding (immediately prior to the foregoing as constitute, may constitute Closing) debts or are alleged obligations owed to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any and all liabilities of Seller third parties under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3Assumed Contracts.

Retained Liabilities. Notwithstanding anything to the contrary set forth above, the Buyer shall not assume, pay or discharge, and shall not be liable for any debt, obligation, responsibility or liability, whether fixed or contingent, whether known or unknown, of the Sellers (the "RETAINED LIABILITIES"), except to the extent specifically described in Section 2.3 hereof as an Assumed Liability. Without limiting the generality of the foregoing, the following are included among the Retained Liabilities which Buyer does not assume or become responsible for: (a) Seller shall retain and pay, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (i) liabilities for unpaid Taxes (as defined in Section 2.10); (ii) all obligations obligations, responsibilities or liabilities of Seller that relate commitments relating to any of the Excluded Assets; (iii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, of the conduct operation of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time the e-Diagnostics Infrastructure prior to the Closing Date, including such of other than the foregoing Assumed Liabilities, including, without limitation, (i) any liability relating to Employee Benefit Plans; (ii) contingent liabilities for sick leave, vacation, holiday pay, severance pay, employee stock purchase rights or profit sharing rights; or (iii) Taxes other than sales taxes incurred in connection with the transaction contemplated hereby as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulationprovided in Section 2.6(a); (vb) any and all Taxes arising in respect of taxable periods ending on or before the Closing Date or, with respect to any taxable period that begins before but ends after the Closing Date, that portion of such taxable period before the Closing; (c) any liabilities that arise in connection with the employment by Seller of Seller under any employee benefit plansemployees (including, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereofwithout limitation, the term "employee benefit plan" includes all plansKey Employees); and (d) any liability relating to government grants, fundssubsidies or other assistance including without limitation any liability for reimbursement to a government for any research and development grants, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value subsidies or assistance previously paid by the government relating to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance arising out of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3e-Diagnostics Infrastructure prior to Closing.

Retained Liabilities. In furtherance of the parties intentions set forth in Section 1.01, Sellers acknowledge and agree that they are responsible for and shall indemnify and hold harmless Purchaser from and against any and all claims, liabilities, losses or obligations arising out of or in connection with the Acquired Assets or the Business other than the Assumed Liabilities (the “Retained Liabilities”), including: (a) Seller shall retain and payany accrued salaries, discharge and perform bonuses or other accrued compensation or employee benefits of any and employees of Sellers other than accrued bonuses included as a current liability in the calculation of Net Working Capital pursuant to Section 2.02; (b) any obligations to employees or consultants of Sellers under any employment, consulting, change of control or severance agreements; (c) all obligations of Sellers under this Agreement; (d) all taxes with respect to the ownership of the Acquired Assets or conduct of the Business with respect to all periods ending prior to the Effective Time; (e) all fees and expenses owed to third parties incurred in connection with the sale of the Acquired Assets; (f) any contracts, agreements or instruments to which Sellers or any of their Affiliates is a party or any of the Acquired Assets are bound, whether or not relating to the Business other than liabilities not expressly assumed by Purchaser in Section 1.06 abovearising after the Closing under Scheduled Contracts; (g) all obligations of Sellers with respect to any indebtedness, including but not limited to indebtedness for borrowed money and the following other obligations and liabilities described on Schedule 3.02(g); (h) all such obligations and liabilitiesof Sellers to Affiliates of Sellers, to the "Retained Liabilities"):extent not used to calculate the amount of Net Working Capital pursuant to Section 2.02; and (i) all liabilities for unpaid Taxes (as defined in Section 2.10); (ii) all and obligations or liabilities of Seller that relate to any of the Excluded Assets; (iii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly of or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior related to the Closing Datebusiness, including such of the foregoing as constitute, may constitute operations or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth activities conducted by Sellers in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently connection with the performance Business, to the extent not an Assumed Liability or used to calculate the amount of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3Net Working Capital pursuant to Section 2.02.

Retained Liabilities. The Buyer shall not at the Closing assume or agree to perform, pay or discharge, and the Company shall remain unconditionally liable for, all obligations, liabilities and commitments, fixed or contingent, known or unknown, of the Company (a) Seller shall retain and payother than the Assumed Liabilities), discharge and perform including, without limitation, any and all liabilities or obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): related to (i) any of the Company's indebtedness, including, without limitation, the liabilities for unpaid Taxes comprising the "Current Maturities of Debt" and "Debt, Net of Current Maturities" line items on the Balance Sheet of the Company dated March 31, 1999 and attached hereto as Schedule 1.4(b) (as defined in Section 2.10the "Initial Asset/Liability Schedule"); , (ii) all obligations or liabilities of Seller that relate to any of litigation involving the Excluded Assets; Company, (iii) all obligations brokers or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; other third parties acting on behalf of the Company in connection with the sale of the Acquired Assets, (iv) all obligations any Employee Plan maintained by the Company on or prior to the Closing Date and liabilities resulting from, caused by related to the Business; (v) any Taxes which are or arising out of, directly were due and payable in connection with the Acquired Assets or indirectly, the conduct of Seller's business Business on or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date; (vi) any claim arising from, relating to or made in connection with any Environmental Law based on any event, action or inaction by the Company in connection with the Business or the Acquired Assets on or prior to the Closing Date; (vii) any Contract that is not an Assumed Contract; (viii) any payments to be made to employees or consultants of the Company related to the Business that are triggered by the transactions contemplated herein, including such of the foregoing as constitutewithout limitation, may constitute golden parachute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; golden handcuff payments; (vix) any and all liabilities of Seller under any employee benefit plansliability related to the Company's real estate leases, whether formal or informalincluding, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereofwithout limitation, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently current space utilized in connection with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 Business; (1x) of the Employee Retirement Income Security Act of 1974, Bonuses (as amended defined below); and ("ERISA"), and all employee pension benefit plans within xi) any liability related to the meaning of Article 3Electronic Commerce Business.

Retained Liabilities. (a) Seller shall retain each and payevery liability of Seller, discharge and perform any and all obligations and other than those liabilities not expressly assumed by Purchaser in pursuant to Section 1.06 above2.05(a), arising out of or relating to the conduct of the Calder Mine Business prior to the completion of Closing, including but not necessarily limited to the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"):following: (i) liabilities for unpaid Taxes (as defined in Section 2.10)any liability arising out of or relating to mineral products of Seller sold prior to the completion of Closing; (ii) all obligations any liability for Taxes, including (A) any Taxes arising out of or liabilities of Seller that relate to any resulting from Seller’s ownership of the Excluded AssetsAssets or Seller’s conduct of the Calder Mine Business prior to the completion of Closing, (B) any Taxes arising out of or resulting from the sale of the Assets pursuant to this Agreement (including Taxes on any imputed interest income deemed to be received by Seller pursuant to Section 2.04(c)), and (C) any deferred Taxes of any nature; (iii) all obligations any liability under the Employee Plans or liabilities 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 any borrowed money incurred by Seller whether pre-petition Seller’s employees or post-petitionformer employees or both; (iv) all obligations and liabilities resulting fromany liability under any employment, caused by severance, retention, or arising out of, directly or indirectly, the conduct termination agreement with any employee of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any liability arising out of or relating to any employee grievance whether or not the affected employees are hired by Purchaser; (vi) any liability arising out of or relating to any Occupational Safety and all liabilities Health Laws or the WARN Act or the failure to satisfy, meet, or comply with any of the same; and (vii) any liability of Seller under this Agreement or any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3Operative Document.

Retained Liabilities. (a) Except for the Assumed Liabilities, Seller shall retain all, and payBuyer shall have no responsibility for any, discharge of Seller's liabilities and perform any obligations, whether or not relating to the Business or Acquired Assets, whether fixed, contingent or otherwise, and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities whether known or unknown (all such obligations and liabilitiescollectively, the "Retained Liabilities"): ). Without limiting the foregoing, Buyer shall not assume or be liable for and Seller shall indemnify Buyer against and hold Buyer harmless from any of the following liabilities for (i) liabilities for unpaid Taxes environmental matters ("Environmental Matters") arising under Environmental Laws (as defined in Section 2.105.1(f); (ii) all obligations in connection with violations, disposal, events, occurrences or liabilities of Seller releases that relate occurred or are attributable to any of the Excluded Assets; (iii) all obligations period on or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date; (ii) liabilities incurred by Seller in connection with this Agreement, including such the transactions provided for herein and any other agreements contemplated hereby, including, without limitation, attorneys' and accountants' fees, and expenses pertaining to the performance by Seller of its obligations hereunder; (iii) liabilities that relate to the Retained Assets; (iv) except for Assumed Liabilities, liabilities arising out of the foregoing as constitute, may constitute operation of the Business on or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; before the Closing; (v) payments, if any, to be made as a result of the purchase and sale of the Business of Seller to certain management personnel of Seller under certain retention and other similar agreements solely in respect to those obligations resulting from the transactions contemplated by this Agreement; (vi) all Federal, state and local franchise and income taxes of Seller, whether relating to periods before or after the transactions contemplated in this Agreement or incurred by Seller in connection with this Agreement 5 11 and the transactions provided for herein, including any liability for such taxes arising out of the inclusion of Seller in any group filing consolidated, combined or unitary tax returns or arising out of any transferee liability; (vii) liabilities with respect to workers' compensation or other employee related claims, including, without limitation, with respect to discrimination, wrongful termination and employee benefits of any kind arising from any facts or circumstances occurring prior to or on the Closing Date; (viii) the employment contracts of Rich▇▇▇ ▇▇▇▇▇▇▇, ▇▇an▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ Mich▇▇▇ ▇▇▇ns including, but not limited to, any and all of the employer's responsibilities under such contracts; and (ix) any other liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained specifically assumed by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3Buyer hereunder.

Retained Liabilities. (a) Except as expressly provided in Section 5.1, the Purchaser shall not assume, and the Seller shall retain retain, discharge and pay, discharge and perform hold the Purchaser harmless from and against, as contemplated by Section 14 hereof, any and all obligations and liabilities not expressly assumed of the Seller, whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, disclosed or undisclosed, of any kind or nature whatsoever. The liabilities to be retained by Purchaser in the Seller as contemplated by this Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, 5.2 are hereinafter referred to as the "Retained Liabilities"):." The Retained Liabilities shall include, without limitation, the following: (ia) liabilities and obligations of the Seller accruing prior to the Effective Time under each Commercial Contract and each other contract listed on Schedule 5.1; (b) indebtedness and other obligations or guarantees of the Seller, including, without limitation, the accounts payable and other current liabilities of the Seller excepting solely the contractual obligations of the Seller accruing after the Effective Time and included in the Assumed Liabilities; (c) federal, state, or local tax liabilities or obligations of the Seller for Taxes, including, without limitation, Taxes arising in connection with the consummation of the transactions contemplated hereby; (d) liabilities for unpaid Taxes any and all claims by or on the behalf of the Seller's shareholders, officers, directors, employees or contractors, including, without limitation, liability arising under any Benefit Plan including, but not limited to, any pension, profit sharing, deferred compensation, severance or termination pay or any employee health and welfare benefit plans, liability for any EEOC claim, OSHA claim, employment discrimination claim (as defined in Section 2.10whether based on sex, age, race, or otherwise), wage and hour claim, unemployment compensation claim, worker's compensation claim and the like, and liability for all employee wages and benefits, and taxes or other liability related thereto; (iie) all obligations any liability or liabilities of Seller that relate to any obligation of the Excluded AssetsSeller or the Seller's shareholders, members, directors, officers, employees, agents, or independent contractors, with respect to Hazardous Materials or Environmental Laws, whether known or unknown at the Effective Time; (iiif) all liabilities or obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used breach by the Seller at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement Effective Time of any law contract or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plans, whether formal or informalcommitment, whether or not set forth assumed by the Purchaser; (g) any liability arising out of or in writingconnection with claims for acts or omissions of the Seller or the Seller's shareholders, members, directors, officers, employees, agents, or independent contractors, which allegedly occurred prior to the Effective Time, including, without limitation, all malpractice, professional liability and general liability claims, and claims of and liabilities to the Commercial Members against the Seller, whether covering one person or more than one personnot same are pending, sponsored threatened, known or maintained unknown; (h) liabilities or obligations in respect of contracts or agreements of the Seller which are not described on Schedule 5.1 and expressly assumed in writing by the Purchaser; (i) subject to Section 5.3, any and all debts, liabilities and obligations of the Seller to Providers (or to health care providers not under contract to Seller. For ) for services rendered to Commercial Members prior to the purposes hereofEffective Time or in respect of periods ending on or prior to the Effective Time; (j) liabilities or obligations arising out of any penalties, the term "employee benefit plan" includes all plansfines, fundsassessments or claims, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value imposed by any Governmental Entity relating to any employeefailure or alleged failure of the Seller to comply with any applicable Laws; and (k) any debt, former employeeobligation, expense, or present liability of the Seller (including Taxes of the Seller and the shareholders) arising out of or former beneficiary, dependent or assignee incurred in respect of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance transaction of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within Seller occurring after the meaning Effective Time including any violation by the Seller of Article 3 (1) of the Employee Retirement Income Security Act of 1974any law, as amended ("ERISA")regulation, and all employee pension benefit plans within the meaning of Article 3or ordinance at any time.

Retained Liabilities. (a) Seller shall retain Upon Closing Emerald retains and agrees to pay, perform, fulfill and discharge all claims, costs, expenses, liabilities and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including accruing or relating to the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (ia) liabilities for unpaid Taxes (as defined All expenses, including without limitation all royalties and taxes, in Section 2.10)respect of any and all Hydrocarbons sold from the Emerald W▇▇▇▇ and services performed on the Emerald W▇▇▇▇ by or on behalf of Emerald on or before the W▇▇▇▇ Effective Time and all other expenses, including without limitation all royalties and taxes, in respect of any and all Hydrocarbons sold from the Emerald Leases and services performed on the Assets by or on behalf of Emerald on or before the Effective Time; (iib) All Plugging and Abandonment Obligations with respect to all obligations oil or liabilities of Seller that relate to natural gas w▇▇▇▇, production units, and gas and water gathering systems, flow lines and any other facilities associated therewith or located on the Emerald Leases as of the Excluded AssetsEffective Time, excepting the Emerald W▇▇▇▇; (iiic) all obligations The breach by or liabilities for default of Emerald accruing under any borrowed money incurred by Seller whether pre-petition agreement, contract, permit, or post-petitioninstrument with respect to any period prior to the Effective Time; (ivd) all obligations and liabilities resulting fromAny pending or currently threatened legal proceeding, caused by or any pending or currently threatened claim arising out of, directly relating to or indirectly, otherwise in respect of (i) the conduct operation of Seller's business the Assets to the extent such legal proceeding or ownership claim relates to such operation on or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contractEffective Time, or violation or requirement of (ii) any law or governmental regulationExcluded Asset; (ve) All amounts required to be paid by Emerald hereunder; (f) The Excluded Assets of Emerald, including any and all liabilities Environmental Liabilities arising out of Seller the ownership, operation, use or maintenance thereof arising prior to the Effective Time; (g) Fines or penalties assessed for periods prior to the Effective Time by any Governmental Entity under any employee benefit plansEnvironmental Laws and related to the Assets, whether formal but only to the extent such fines or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value penalties relate to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) non-compliances under Environmental Laws arising out of or resulting from the operation of the Employee Retirement Income Security Act Assets prior to the Effective Time; (2) Conditions on, at, or underlying the Assets, or migrating therefrom prior to the Effective Time; or (3) releases of 1974Hazardous Materials from Emerald's operation of the Assets that occurred prior to the Effective Time; and (h) Any injury, as amended ("ERISA")death or casualty occurring on or attributable to the Assets or the operations thereof prior to the Effective Time, and all employee pension benefit plans within the meaning of Article 3including without limitation claims for personal injury or, property damage.

Retained Liabilities. Buyer and ARC agree that, except for the -------------------- Assumed Liabilities, Buyer is not assuming, and ARC shall remain fully liable for, all of its liabilities and obligations relating to the property, assets, business and operations of ARC (a) Seller shall retain and pay, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilitiescollectively, the "Retained Liabilities"):), including, without limitation, the following: (i) all liabilities for unpaid any income, gain, profit or similar tax arising out of or resulting from the sale, conveyance, transfer, assignment and delivery of the Subject Assets provided for in this Agreement; (ii) all Taxes (as defined in Section 2.102.8(a)) imposed on, or with respect to, the business of ARC; (iiiii) all liabilities and obligations of ARC in respect of accounts payable, accrued expenses, accrued employee obligations and other current liabilities arising out of the operation of ARC's business; (iv) all liabilities and obligations of ARC for indebtedness for borrowed money; (v) all liabilities and obligations of ARC in connection with or relating to any of ARC's existing or former employees, employee benefit plans, employee insurance policies, severance or other termination obligations, accrued vacations, accrued and unpaid wages, salaries, bonuses, commissions and sick pay or other employment related matters, including, without limitation, all liabilities and obligations (whether fixed or contingent) with respect to any employment benefit program or plan as a result of the consummation of the transactions contemplated by this Agreement, as required by Austrian law or otherwise, and all liabilities of ARC under sales representative or similar agreements or arrangements pursuant to which any person or entity may be entitled to a commission on account of revenues booked or earned prior to the Closing Date; provided, however, that in no event is Buyer assuming any -------- ------- liabilities with respect to any employees terminated prior to the Closing Date or any severance or other termination obligations or any liability under any pension, profit sharing, 401(k) or similar employee benefit plan; (vi) all liabilities and obligations of Seller that relate ARC to third parties arising out of any breach by ARC prior to the Closing Date of any representation, warranty, covenant or indemnification obligation of ARC under any Assigned Contract or Assigned Permitted or other right assigned hereunder; (vii) all liabilities and obligations arising in respect of the Excluded Assets; (iiiviii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition retrospective or post-petition;similar insurance premium adjustments and all claims for injury or sickness compensable under ARC's insurance plans arising prior to the Closing Date; and (ivix) all obligations and other liabilities resulting fromof ARC that are attributable to or arise from facts, caused by events or arising out of, directly conditions that occurred or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time came into existence prior to the Closing Date, including such of the foregoing as constitutewithout limitation, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3intellectual property indemnification obligations.

Retained Liabilities. (a) Seller and the UK Subsidiary shall retain and paybe solely liable for all debts, discharge penalties, obligations, or liabilities of Seller and perform any and all obligations and liabilities the UK Subsidiary whatsoever, whether known or unknown, whether current, long-term, liquidated or contingent, which are not expressly assumed by Purchaser in Section 1.06 aboveAssumed Liabilities. The Retained Liabilities shall include, including the following obligations and liabilities (all such obligations and liabilitieswithout limitation, the "Retained Liabilities"):following: (i) liabilities All real property taxes, personal property taxes and similar ad valorem Taxes that relate to the Acquired Assets for unpaid taxable periods (or portions thereof) ending on or prior to the Closing Date; for the purpose of this Section 2.1(d)(i), such Taxes (as defined in Section 2.10)which are payable for a taxable period that includes, but does not end on, the Closing Date shall be allocated ratably on a daily basis; (ii) all obligations or liabilities of Seller that relate to any Taxes of the Excluded AssetsUK Subsidiary or Seller or any other Person for which Seller is liable under Section 1.1502-6 of the Treasury Regulations (which, for the avoidance of doubt, include all Taxes required to be paid by Seller not described in Section 2.1(d)(i), including all sales and use taxes due with respect to transactions occurring on or prior to the Closing Date) and the portion of the Transfer Taxes for which Seller is liable under ARTICLE VII; (iii) any and all liabilities or obligations in any way arising from or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petitionrelating to Employee Plans prior to the Closing with respect to Assumed Employees; (iv) any sums payable pursuant to Section 3.9(b) including those relating to the termination of any employee of Seller by Seller or any employee of the UK Subsidiary by the UK Subsidiary; (v) Intellectual Property infringement claims made by any third party whether made before or after the Closing Date, with respect to Seller’s or the UK Subsidiary’s operation of the Business prior to the Closing Date; (vi) all obligations Accounts Payable incurred by Seller or the UK Subsidiary on or prior to the Closing Date; (vii) all liabilities arising out of, under or in connection with Contracts that are not Acquired Contracts; (viii) all liabilities of Seller or the UK Subsidiary relating to Seller’s compliance or the UK Subsidiary’s compliance, as applicable, with Orders or other legal requirements of Seller or the UK Subsidiary (including, without limitation, the Regulations); (ix) any liability to indemnify, reimburse or advance amounts to any officer, director or stockholder of Seller or its Affiliates; (x) any and all liabilities resulting fromconstituting, caused by or arising out of, directly the Existing Indebtedness or indirectlyany other indebtedness of Seller or the UK Subsidiary owed to its banks, shareholders or any other non-arm’s length party; (xi) any and all liabilities relating to the conduct of Seller's business Confidential Settlement Agreement and Release made between Seller and J▇▇▇ ▇▇▇▇▇▇▇▇ dated November 29, 2016; (xii) any and all liabilities constituting, or ownership or lease arising out of any claims made by the shareholders of its properties Seller in respect of the transactions contemplated by this Agreement; and (xiii) all liabilities in respect of any pending or assets threatened litigation, or any properties claim arising out of, relating to or assets previously used by Seller at any time otherwise in respect of the operation of the Business to the extent such litigation or claim and associated liability relates to such operation on or prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3.

Retained Liabilities. Buyer shall not be obligated to pay, perform or abide by, and Seller shall retain exclusive responsibility for, any liabilities, debts, obligations, undertakings or commitments of the Seller (the “Retained Liabilities”), other than the Assumed Liabilities. Except for Assumed Balance Sheet Liabilities identified and set forth on Schedule 2.2(A)(1) (as amended by the Supplemental Schedule), the Retained Liabilities shall include, but not be limited to, the following: (1) Any sales, use, income, gross receipts, excise, franchise, employment, withholding or other imposition, duty or tax (each, a “Tax”) imposed by or payable to any governmental body, federal, state or local, on or with respect to any period prior to the Effective Date or in respect to the sale and transfer of the Purchased Assets or the Assumed Liabilities; (2) Any liability or obligation accruing prior to the Effective Date in respect to (a) Seller shall retain and payany employee benefit plan or any other employee benefit arrangement or commitment which is or has been maintained or contributed to by Seller, discharge and perform (b) any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 aboveportion of any bonuses earned or accrued upon the basis of any events occurring prior to the Effective Date, including (c) any accrued vacation benefits, or (d) any obligation to reimburse any employee for expenses incurred prior to the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"):Effective Date; (i3) liabilities for unpaid Taxes Any liability or obligation which, absent this provision, comprises a part of the Assumed Liabilities but which is covered by any insurance policy maintained by Seller or any of Seller’s affiliates (as defined in Section 2.10but, then, only to the extent of such insurance coverage); (ii4) all obligations Any (a) inter-company charges or liabilities amounts due Parent or any affiliate of Seller or Parent, (b) claims relating to inter-franchise payment obligations which are based on the non-payment of amounts owing any other franchisee of the Franchisor, (c) amounts due for borrowed money, (d) obligations arising under any agreement, instrument or other contractual undertaking or commitment that is not an Assigned Contract or which is not an Assumed Liability, (e) obligations to refund prepayments by customers which Seller received without providing any training prior to the Effective Date or which prepayments represent duplicate payments, or (f) inter-franchise obligations relating to payment for training provided by franchisees of the Franchisor other than the Buyer or its affiliates upon redemption of national training coupons sold by Seller prior to the Effective Date in circumstances where same are redeemed more than one (1) year after the issuance of such coupons; [**************] (6) Any (a) liability or obligation to indemnify any director, officer, employee or agent of Seller, except with regard to indemnification obligations owed to Seller or Parent from Buyer and/or Owners arising under this Agreement, (b) liability arising out of or in connection with any violation of a statute or governmental rule, regulation, directive or other requirement, and any liability or obligation of a conditional, contingent or similar nature except for matters which arise from or relate to any a breach of the Excluded AssetsOwner Business Representations (as defined and further described in Section 6.3 below), or (c) liability or obligation which arises from or is based on a claim for injury to or death of persons, or damage to or destruction of property, regardless of when asserted, but which arises from facts or circumstances which occurred prior to the Effective Date; (iii7) all The obligations of Seller, Parent or their affiliate(s) on any guaranty of the Facilities Lease (but subject to the provisions set forth in Section 4.1); and (8) Any debts, liabilities for any borrowed money or obligations incurred by Seller, or actions, claims or lawsuits asserted against either Buyer or Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, which relate to the conduct operation of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time the Business prior to the Closing Effective Date, including such except for matters which arise from or relate to (x) a breach of the foregoing Owner Business Representations (as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any defined and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth further described in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"Section 6.3 below), and all employee pension benefit plans within (y) the meaning of Article 3Assumed Liabilities, and/or (z) the Training Obligations.

Retained Liabilities. The liabilities and obligations which shall be -------------------- retained by the Company (a) Seller shall retain and pay, discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"):) shall consist of all liabilities of the Company other than Assumed Liabilities, including, without limitation, the following: (ia) all liabilities of the Company relating to indebtedness for unpaid Taxes (as defined in Section 2.10)borrowed money; (iib) all obligations or liabilities of Seller that relate to any the Company for federal, state, local or foreign Taxes, including Taxes incurred in respect of or measured by the income of the Excluded Assets; (iii) all obligations Company earned on or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time realized prior to the Closing Date, including such any gain and income from the sale of the foregoing as constituteAssets and other transactions contemplated herein, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulationexcluding those incurred by Buyer in connection with this transaction; (vc) all liabilities for all environmental, ecological, health or safety claims to the extent arising out of the operation of the Company on or before the Closing Date; (d) any liability of the Company based on its tortious or illegal conduct; (e) all warranty liabilities for products of the Company sold prior to the Closing; (f) any liability or obligation incurred by 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 other than through Buyer's breach of this Agreement; (g) all liabilities incurred by the Company after the Closing Date other than through Buyer's breach of Seller under any employee benefit plansthis Agreement (except to the extent such liability is specifically assumed by Buyer); and (h) all liabilities or obligations associated with the employees of the Company, whether formal or informal, whether or including but not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value limited to any employeeliability or obligation under or with respect to any collective bargaining agreement, former employeeaccrued paid time off (PTO), 401K plan, employment agreement, any plan, unemployment or present or former beneficiaryworkers' compensation laws, dependent or assignee of any such employee or former employee sales commissions (other than regular salary, wages or commissions paid substantially concurrently with on orders shipped and billed after the performance of the services Closing Date) unless specifically provided for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3elsewhere in this Agreement.

Retained Liabilities. (a) As of the Closing, Seller shall retain will assume and agree to pay, satisfy, discharge and perform any and all obligations and liabilities not expressly in accordance with the terms thereof, those Liabilities set forth below (such Liabilities to be assumed by Purchaser in Section 1.06 above, including Seller being referred to herein as the following obligations and liabilities (all such obligations and liabilities, the "“Retained Liabilities"”): (i) liabilities for unpaid Taxes (as defined in Section 2.10); (iia) all obligations Liabilities of E▇▇▇▇▇▇▇▇ (including any Liabilities in respect of which E▇▇▇▇▇▇▇▇ may be liable jointly and severally with Seller or liabilities any Affiliate of Seller that Seller) which relate to any of the Excluded Assets; (iiib) all obligations Liabilities of E▇▇▇▇▇▇▇▇ (including any Liabilities in respect of which E▇▇▇▇▇▇▇▇ may be liable jointly and severally with Seller of any Affiliate or liabilities Seller) relating to Taxes with respect to the Business, or otherwise, for any borrowed money incurred by Seller whether pre-petition all periods, or post-petitionportions thereof, prior to the Closing Date; (ivc) all obligations liabilities of E▇▇▇▇▇▇▇▇ relating to Taxes arising under Treasury Regulation Section 1.1502-6 or any similar provision of state or local law or arising out of E▇▇▇▇▇▇▇▇’▇ inclusion in any affiliated, consolidated, combined or unitary group for tax purposes; (d) all Liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by E▇▇▇▇▇▇▇▇ prior to Closing or in connection with, resulting from or attributable to the transactions contemplated by this Agreement; (e) all Liabilities for accounts payable arising out of the operation of the Business prior to Closing, including amounts due to Affiliates, amounts payable (or required contributions) with respect to the acquisition of an equity interest in Huntington E-P Pipeline Company, LLC (“Huntington”) and liabilities amounts payable with respect to E▇▇▇▇▇▇▇▇’▇ portion of operating and maintenance costs and expenses with respect to Huntington arising prior to the Closing; (f) all Liabilities for any Indebtedness of E▇▇▇▇▇▇▇▇; (g) subject to Sections 6.15 and 6.16, all Liabilities of E▇▇▇▇▇▇▇▇ (other than Environmental Costs and Liabilities) with respect to third party claims resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business the Business or ownership or lease of any of its properties or assets the Assets or any properties or assets previously used by Seller in the Business at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, contract or violation or requirement of any law domestic or foreign statute, law, ordinance, rule or regulation (“Law”) of any domestic or foreign court, government, governmental regulationagency, authority, entity or instrumentality (“Governmental Entity”); (vh) all claims for severance, other employee benefits (including benefits mandated by Law) or other compensation or damages by or on behalf of any employees (present or former), agents or independent contractors of E▇▇▇▇▇▇▇▇ or by or on behalf of any Governmental Entity in respect of employees (present or former), agents or independent contractors of E▇▇▇▇▇▇▇▇ involving any alleged employment loss, violation of any Law or termination of employment actually or constructively (by operation of Law or pre-existing contract, including any Liability for severance), all Liabilities of E▇▇▇▇▇▇▇▇ (including any Liabilities in respect of which E▇▇▇▇▇▇▇▇ may be liable jointly and all liabilities severally with Seller or any Affiliate of Seller Seller) with respect to employees (present or former), agents or independent contractors of E▇▇▇▇▇▇▇▇ under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value relating to any employee, former employeeEmployee Plan (other than an E▇▇▇▇▇▇▇▇ Benefit Plan) or under or relating to any E▇▇▇▇▇▇▇▇ Benefit Plan to the extent such Liability results from or relates to a breach of any representation or warranty in Section 5.1.19, or present in respect of payments for unemployment compensation or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")unemployment insurance, and all employee pension benefit plans within other Liabilities in respect of employees (present or former), agents or independent contractors of E▇▇▇▇▇▇▇▇, in each case, relating to periods of employment ending prior to the meaning Closing Date; and (i) all Liabilities of Article 3E▇▇▇▇▇▇▇▇ arising prior to the Closing not related or arising in connection with the conduct of the Business or the use, non-use or ownership of the Assets.

Retained Liabilities. (a) Notwithstanding anything in this Agreement to the contrary, the Buyer shall not assume or be deemed to assume any Liabilities of the Seller except for the Assumed Liabilities. Without limiting the generality of the foregoing, the Buyer shall not assume, and the Seller shall retain and pay, discharge and perform any and continue to bear sole responsibility for all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): Liabilities arising out of (i) liabilities for unpaid Taxes (as defined in Section 2.10); claims related to the Business Assets regarding adulterated products manufactured by the Seller, (ii) all obligations or liabilities of Seller that relate to any of the Excluded Assets; Accounts Payable, (iii) all obligations or liabilities for any borrowed money incurred by indebtedness of the Seller whether pre-petition or post-petition; (iv) and all obligations and liabilities resulting from, caused by or other Liabilities arising out of, directly or indirectly, of the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time Business Assets prior to the Closing Date, whether absolute, accrued, contingent, known or unknown, asserted or unasserted, fixed or otherwise, or whether due or to become due, including such without limitation any and all Liabilities for any rebates, promotions, charge-backs or other changes in pricing with respect to sales of the foregoing Products for the period prior to the Closing; (iv) claims or Liabilities arising out of or associated with the Rights Agreement; (v) (A) all Taxes of the Seller (1) unrelated to the ownership or operation of the Business Assets and the Business or (2) related to the direct or indirect ownership or operation of the Business Assets and the Business for all periods prior to the Closing; (B) all Taxes, if any, imposed on the Seller and any consolidated, combined, or unitary group of which the Seller is a member as constitutea result of the sale or transfer of the Business Assets and the Business pursuant to this Agreement; and (C) any liability of the Seller for the unpaid Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, may constitute local, or are alleged to constitute non-U.S. law), as a torttransferee or successor, breach of by contract, or violation otherwise; (vi) credits and payments for any returns of non-conforming Products sold by the Seller on or requirement before the Closing Date; and (vii) the business and operations of the Seller or any law or governmental regulation; of its Affiliates at any time, other than the Assumed Liabilities (v) any and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereofcollectively, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"“Retained Liabilities”), and all employee pension benefit plans within the meaning of Article 3.

Retained Liabilities. (a) Seller Except for the liabilities that Buyer is expressly agreeing to assume pursuant to Section 1.4, Buyer is not assuming and shall retain and have no obligation to pay, perform or discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 abovedebts, including the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (i) liabilities for unpaid Taxes (as defined in Section 2.10); (ii) all claims and obligations or liabilities of Seller that relate relating to any Sellers' conduct of the Excluded Assets; (iii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time Business prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; without limitation: (va) any payment obligations from and all liabilities of after the Closing Date to Asset Seller under any employee benefit plansEmployees who do not become Transferred Employees, whether formal or informalincluding severance arrangements, whether or not and the retention bonuses payable to Asset Seller's employees set forth in writingSchedule 4.19(b) and any obligation to the Companies' employees resulting from any measures taken prior to the Closing Date, including as a result of any social plans or redundancies, (b) any liability or obligation of Asset Seller for taxes of any kind (and any penalties or interest due on account thereof), including any tax liability and other related costs arising from the transfer by any of the Companies of any Excluded Asset to the Seller or any affiliated or parent company of the Seller; (c) any liability or obligation with respect to any suits, actions, claims or proceedings pending or threatened on the Closing Date or which results from action taken prior to the Closing Date; (d) any long term debt, including short-term portions thereof, and whether covering one person intercompany liabilities; and (e) any liabilities related to employees, former employees, or more than one personEmployee Plans (as defined in Section 4.19), sponsored or maintained by Seller. For including without limitation liabilities under the purposes hereof▇▇▇▇-▇▇▇▇▇ Retirement & Savings Plan through the Closing Date, except as expressly provided in Section 6.5 (collectively, the term "Retained Liabilities"). Asset Seller shall retain and shall timely pay, perform and discharge the Retained Liabilities. Furthermore, Buyer is not assuming and shall have no obligation to pay, perform or discharge any debts, costs, liabilities, expenses or obligations relating to (a) any value added taxes or similar taxes currently owed or incurred by the Companies on or prior to the Closing Date (the "VAT Taxes") or (b) any debts, costs, liabilities, expenses or obligations relating to the Sellers or the Companies' employee benefit plan" includes stock options or similar equity instruments outstanding or proposed or committed to be issued on or prior to the Closing Date (the "Option Obligations"). Asset Seller shall assume, retain and pay all plansdebts, fundscosts, pension fundsliabilities, programs, policies, arrangements, practices, customs expenses or obligations related to the VAT Taxes or the Option Obligations and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance VAT Taxes and Option Obligations shall be part of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3Retained Liabilities.

Retained Liabilities. Notwithstanding any provision in this Agreement to the contrary, Purchaser is not assuming any of the following Liabilities of Seller (a) collectively, the “Retained Liabilities”): 2.4.1 any Liability of Seller shall retain and payto the extent not relating to the Business; 2.4.2 product liability (strict liability or otherwise), discharge and perform any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 aboveproduct recalls or field corrective actions, including those associated with MDRs, fraudulent concealment or tort claims (other than the following obligations and liabilities (all such obligations and liabilities, Assumed Warranty Obligations) concerning Seller’s products sold or delivered to customers prior the "Retained Liabilities"): (i) liabilities for unpaid Taxes (as defined in Section 2.10)Closing Date; (ii) all obligations 2.4.3 any Liability relating to an Excluded Asset; 2.4.4 any accounts payable or liabilities notes payable of Seller; 2.4.5 any financed or other debt that Seller owes to any Person; 2.4.6 any Liability that Seller has to any of its Affiliates or any other division of Seller; 2.4.7 any Action that is pending or threatened against Seller as of the Closing Date; 2.4.8 any obligation of Seller that relate it expressly undertakes pursuant to this agreement; 2.4.9 any Liability relating to the GE Employee Plans or other compensation or benefit plan of Seller or under which any past or present employee of Seller has participated or is currently participating, or any violation of a Requirement of Law related thereto or arising thereunder, or any funding deficiency with respect to, or any breach of or default under the terms of such plans occurring prior to or existing on the Closing Date; 2.4.10 Taxes with respect to Seller or the Business with respect to any period prior to the Closing Date; 2.4.11 guarantees by Seller of any indebtedness or obligation of any other Person for borrowed money or otherwise; 2.4.12 except for any of the Excluded Assetsfollowing to the extent relating to the Leased Premises, any civil or criminal penalties or other Liabilities or any payments in the nature thereof, or any damages or clean-up costs, under any Environmental Laws or any federal, state, local or foreign law, rule, regulation or policy governing occupational health and safety matters, or founded upon a private right of action or third party claim in respect of Hazardous Substances or occupational health or safety matters, imposed upon, or sought to be imposed upon, Seller, or Purchaser on account of any act or omission of Seller or its Affiliates, or on account of any state of facts or conditions existing prior to the Closing Date; 2.4.13 subject to Section 6.2.1, compensation and benefits owing to employees of Seller (iii) all obligations whether due or liabilities for any borrowed money incurred by Seller whether pre-petition accruing prior to or post-petitionafter the Closing Date), including, without limitation, salary, bonus, commission, vacation pay, severance pay, deferred and accrued compensation, health care and pension benefits, and other compensation payable under contract, benefit plan, or otherwise; (iv) all obligations 2.4.14 the sale of the Purchased Assets hereunder, including, without limitation, fees of Seller’s attorneys and liabilities resulting fromother advisors; 2.4.15 Liabilities under or related to Retained Leases; and 2.4.16 pending, caused threatened or future Actions by or arising out ofwith respect to current or past employees of Seller based upon, directly or indirectlyrelated to, the conduct employment relationship between Seller and its employees, the termination of Seller's business or ownership or lease of any of its properties or assets such employment relationship, or any properties actual or assets previously used by Seller alleged act, action, occurrence, transaction, omission or communication that transpired or occurred at any time prior to the Closing Date, including such of the foregoing as constituteincluding, may constitute or are alleged to constitute a tortwithout limitation, breach of contract, or violation or requirement of any law or governmental regulation; (v) any and all liabilities of Seller claims under any Requirement of Law related to human rights, discrimination, civil rights, employee benefit planscompensation, whether formal disabilities, fair labor or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3medical leave.

Retained Liabilities. (a) Seller Except as set forth in Section 11 and 12 -------------------- hereof, Broker expressly does not, and shall 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 agreement, instrument or document delivered pursuant to or in connection with this Agreement or otherwise by reason of or in connection with the consummation of the transactions contemplated hereby or thereby, to have assumed or to have agreed to pay, satisfy, discharge or perform, any liabilities, obligations or commitments of Licensee of any nature whatsoever whether accrued, absolute, contingent or otherwise and whether or not disclosed by Broker, other than the Station Agreements. Licensee will retain and pay, satisfy, discharge and perform in accordance with the terms thereof, all liabilities and obligations of the Licensee, other than the Station Agreements, including but not limited to, the obligation to assume, perform, satisfy or pay any liability, obligation, agreement, debt, charge, claim, judgment or expense incurred by or asserted against Licensee related to taxes, environmental matters, pension or retirement plans or trusts, profit-sharing plans, employment contracts, employee benefits, severance of employees, product liability or warranty, negligence, contract breach or default, copyright, trademarks, service mark, trade name and all other in▇▇▇▇ectual property, or other obligations, claims, or judgments asserted against Broker as successor ion interest to Licensee. All such liabilities, obligations and liabilities not expressly assumed by Purchaser commitments of Licensee described in this Section 1.06 above, including the following obligations and liabilities (all such obligations and liabilities, 12.3 shall be referred to herein collectively as the "Retained Liabilities."): (i) liabilities for unpaid Taxes (as defined in Section 2.10); (ii) all obligations or liabilities of Seller that relate to any of the Excluded Assets; (iii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3

Retained Liabilities. (a) Except as set forth in Section 2.1, Purchaser is not assuming any of the liabilities or obligations of Seller. At the Closing, except for the Assumed Liabilities, Seller shall retain and payremain liable for all of its liabilities and obligations, whether direct or indirect, matured or unmatured, known or unknown, absolute, accrued, contingent or otherwise, and whether now existing or hereafter arising (collectively, the “Retained Liabilities”). By way of example, and without limiting the generality of the foregoing, the Retained Liabilities include all of Seller’s indebtedness for borrowed money, payments under capitalized leases, obligations in respect of letters of credit and performance bonds; any Liability related to Benefit Plans or relating to payroll, severance, bonuses, vacation (other than Vacation and Sick Day Liability), workers’ compensation, unemployment benefits, any employment agreement, retention or termination agreement, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other Benefit Plans or benefits of any kind, salaries and employment taxes in each case, for Seller’s employees or former employees arising or relating to an employment period prior to the Closing; any Liability arising out of or relating to products of Seller to the extent manufactured or sold prior to the Closing other than to the extent assumed by Purchaser under Section 2.1; any Liability for Taxes of Seller arising as a result of Seller’s operation of the Business or ownership of the Target Assets for any taxable period ending on or before the Closing Date and for the portion through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date; any Liability arising out of or relating to any employee grievance arising prior to the Closing whether or not the affected employees are hired by Purchaser; any Liability of Seller to any shareholder or Affiliate of Seller or such shareholder; any Liability relating to any payments that may become payable to any employee or former employee of Seller as a result of the consummation of the Contemplated Transactions (other than Vacation and Sick Day Liability and payments due pursuant an agreement between Purchaser and any employee of a Seller); any Liability arising out of or resulting from Seller’s compliance or noncompliance with any Law or Order of any Governmental Authority at or prior to the Closing, including without limitation any Law or Order relating to employment practices and payments; and any Liability to indemnify, reimburse or advance amounts to any officer, director, employee or agent of Seller, except for employee expense reimbursements incurred in the ordinary course of business that are reflected on the Sellers’ accounting records as of the Closing Date, except, in each case and only to the extent such Liability has been included in the final calculation of Net Working Capital as of the Closing Date. Seller shall discharge and perform any in full when due all of the Retained Liabilities. For avoidance of doubt, and without limiting the generality of the foregoing, the Retained Liabilities include all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 above, including all Damages arising from or relating to the following obligations and liabilities (all such obligations and liabilities, the "Retained Liabilities"): (i) liabilities for unpaid Taxes (as defined in Section 2.10); (ii) all obligations or liabilities of Seller that relate to any operation of the Excluded Assets; (iii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to Business through the Closing Date, including without limitation, Taxes relating to the Assets through the Closing Date (notwithstanding the fact that such of Taxes may become payable after the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"Closing Date), and all employee pension benefit plans within except to the meaning of Article 3extent expressly designated as an Assumed Liability.

Retained Liabilities. Buyer does not assume, and Seller shall retain all liabilities, obligations, debts, and expenses of Seller other than the Assumed Liabilities (collectively, the “Retained Liabilities”) whether or not the Retained Liabilities are known or unknown, fixed or contingent, and whether or not the Retained Liabilities arose by reason of events occurring prior to or after the Closing. Without limiting the foregoing, the Retained Liabilities shall include, without limitation, any Liabilities relating to: (a) Seller shall retain accounts payable and pay, discharge and perform any and all obligations and accrued liabilities not expressly assumed by Purchaser in Section 1.06 above, including related to the following obligations and liabilities (all such obligations and liabilities, operation of the "Retained Liabilities"): (i) liabilities for unpaid Taxes (as defined in Section 2.10)Business prior to Closing; (iib) all obligations or liabilities any Liability of Seller that relate arising out of or relating to any of the Excluded Assets; (iii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time Employees prior to the Closing Date, including such and any Liability of the foregoing as constituteSeller related to any former employees, may constitute employment practices or are alleged to constitute a tort, breach of contractpolicies, or violation employee benefits, including, without limitation, direct or requirement of any law indirect compensation, salary, wages, bonus, retirement, health, welfare, or governmental regulationother benefits, vacation or sick days, severance, ERISA matters (including COBRA rights), workers compensation claims, claims related to discharge, discrimination claims, or other employment or employee related claims; (vc) any and all liabilities Liability of Seller under whether presently in existence or arising hereafter which is attributable to an Excluded Asset; (d) any employee benefit plansEnvironmental Liability of Seller (regardless of whether such Liability constitutes a breach of any representation, warranty, or covenant in this Agreement), whether formal presently in existence or informalarising after the date of this Agreement, whether or not set forth in writingwhich arises from acts, and whether covering one person or more than one personevents, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employeeconditions, or present circumstances existing or former beneficiary, dependent occurring on or assignee before the Closing Date; (e) any Debt; (f) any Seller Taxes; (g) any Liability of Seller of any nature whatsoever which are based on events occurring on or before the Closing Date, or which are based on products sold or services performed by the Business on or before the Closing Date, including but not limited to product liability, warranty or similar claims with respect to products sold by Seller or services rendered by Seller prior to the Closing, notwithstanding that the date on which the Liability arose is after the Closing Date; provided if such employee liability relates to products sold or former employee other than regular salaryservices performed prior to the Closing Date then Seller shall have all rights benefiting Seller or Buyer against the manufacturer or distributor of such product, wages including any warranties as described in Section 2.01(l); (h) any Liability of Seller with respect to litigation, suits, claims, demands, or commissions paid substantially concurrently governmental proceedings (i) to which Seller is a party as at the Closing Date or (ii) to the extent that such Liability arises out of actions or events prior to the Closing Date; (i) any Liability for failure to comply with any applicable bulk sale, bulk transfer, successor liability and similar laws, or with any laws triggered by a bulk sale or transfer of property, of any jurisdiction in connection with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3transactions contemplated by this Agreement; and (1j) any other Liabilities, regardless of the Employee Retirement Income Security Act of 1974when made or asserted, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3that are not specifically assumed by Buyer hereunder.

Retained Liabilities. 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 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 not assume or become liable for any obligations or Liabilities of Sellers not specifically described in Section 1.7, including without limitation, the following: (a) Any Liability or obligation, including but not limited to Liabilities arising under Section 601 et. seq of 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 or arising out of the Lifeline Health Claims; (b) Any Liability related to, arising out of, or in connection with the parties’ waiver of compliance with the bulk transfer provisions of the Uniform Commercial Code, or any similar statute as enacted in any jurisdiction, domestic or foreign (if applicable); (c) Any Liability or obligation arising out of any breach by Sellers prior to the Effective Time of any provision of the Sellers Agreements or any other contract to which any Seller shall retain is a party; (d) Any Liability of Sellers with respect to any claim or cause of action, regardless of when made or asserted, which arises (i) out of or in connection with the business and payoperations of Sellers (including without limitation the Business) prior to the Effective Time, discharge (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 perform 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 all operations of Sellers (including without limitation the Business) prior to the Effective Time under any Law; (e) Any Liability or obligation, arising prior to the 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 related to any matter 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, whether disputed or not, existing at the Effective Time or as a result of the Acquisition or related to the operation of the Business prior to the 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 liabilities not expressly assumed by Purchaser Assets as provided in Section 1.06 above5.14 of this Agreement; (h) Any Liability for any overbillings made by Sellers or overpayments 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 all Liabilities relating to the following obligations Corporate Integrity Agreement and liabilities the ongoing audit by the Office of the Inspector General at the Department of Health and Human Services (all such obligations and liabilities, the "Retained Liabilities"):“OIG”) relating to certain billing matters (the “OIG Audit”); (i) liabilities for unpaid Taxes (as defined in Section 2.10); (ii) all All wages, commissions, vacation, holiday, workers’ compensation and sick pay obligations of Sellers with respect to their respective employees, agents or liabilities of Seller that relate to any of independent contractors accrued through the Excluded Assets; (iii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any Effective Time and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, bonuses and whether covering one person or more than one person, sponsored or maintained by Seller. For fringe benefits as to such employees accrued through the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")Effective Time, and all employee pension benefit plans within severance pay obligations of Sellers to employees resulting from Sellers’ consummation of the meaning transactions contemplated by this Agreement; and (j) Any and all Liabilities arising out of Article 3or in connection with the Redemption and the adequacy of the consideration paid therefore in accordance with Section 1.2(a).