Common use of Retained Liabilities Clause in Contracts

Retained Liabilities. Except as provided in Section 1.4(a) hereof, Seller (and/or as applicable, the NFPs) will retain, and Buyer will not assume or be responsible or liable with respect to, any Liabilities of the Business that precede the Effective Time (except as specifically provided in subclause (vii) of this Section 1.4(b)), whether or not arising out of or relating to the conduct of Seller or associated with or arising from any of the Acquired Assets, whether fixed or contingent or known or unknown (collectively, the “Retained Liabilities”), including, without limitation, the following: (i) Liabilities relating to any Excluded Asset irrespective of whether such liability relates to the period before or after Closing; (ii) Liabilities of Seller that constitute trade payables; (iii) Liabilities of Seller or the NFPs arising under or relating to any Assumed Contract to the extent such Liabilities relate to periods prior to the Effective Time or arise from any breach or default by Seller or the NFPs under any Assumed Contract that occurs prior to the Effective Time or that arises out of or relates to events or circumstances that occur or exist prior to the Effective Time, including the Seller Burial Resolutions (as defined in Section 5.22 below); (iv) Liabilities of Seller or the NFPs arising under or relating to any Contract other than an Assumed Contract; (v) Liabilities with respect to (A) any Employee Plan maintained, sponsored, contributed to or participated in by Seller or the NFPs for the benefit of or relating to any current or former employee of the Business (“Seller Employee Plan”) and the amendment to or the termination of any Seller Employee Plan, or (B) any person at any time employed by Seller or the NFPs (including, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and any such person’s spouse, children, other dependents or beneficiaries, with respect to any such person’s employment or termination of employment by Seller or the NFPs, including, without limitation, claims arising under health, medical, dental, disability or other benefit plan for products, supplies or services provided or rendered prior to the Effective Time; (vi) Seller’s or the NFPs’ deferred sales commissions; (vii) Liabilities of Seller or the NFPs, based in whole or in part on violations of, or failure to comply with, Law or environmental conditions occurring or existing prior to the Closing and arising out of or relating to Environmental Requirements, except to the extent that such Liabilities are identified in the Environmental Reports. (viii) Except as otherwise specifically provided in this Agreement, all Liabilities of Seller or the NFPs for any Tax for (A) operations of the Business prior to the Effective Time; (B) Pre-Closing Tax Periods and Straddle Tax Periods for the NFPs to the extent specified in Section 5.12; (C) the transfer of the Acquired Assets; and (C) income earned by the Pre-Need Trust Funds and the Endowment Care Funds (as each of these terms is defined in Section 5.4) prior to delivery thereof to Buyer’s Trustee pursuant to Section 5.5 below to the extent such income (1) is not taxable to the applicable trusts as independent taxpayer entities, and (2) is withdrawn by or for any Seller or otherwise distributed to any Seller (whether such withdrawal or distribution is made before or after the Effective Time); (ix) Liabilities of Seller or any of the NFPs arising out of or relating to any Proceeding to which Seller or any of the NFPs is a party on the date of this Agreement and relating to the Business or any of the matters referenced on Schedule 10 (“Retained Proceedings”); and (x) Liabilities arising out of the management of the Managed Businesses by Seller. It is intended that the Management Agreements shall govern the rights and duties between Seller and the Ohio NFPs and, after the Effective Time, between Buyer and the Ohio NFPs. Notwithstanding the foregoing, the terms of this Agreement shall control in the event of any conflict between this Agreement and any of the Management Agreements.

Retained Liabilities. Except as provided in Section 1.4(a1.5(a) hereof, Seller (and/or as applicable, the NFPs) will retain, and Buyer will not assume or be responsible or liable with respect to, any Liabilities of the Business that precede the Effective Time (except as specifically provided in subclause (viivi) of this Section 1.4(b1.5(b)), whether or not arising out of or relating to the conduct of Seller or associated with or arising from any of the Acquired Assets, whether fixed or contingent or known or unknown (collectively, the “Retained Liabilities”), including, without limitation, the following: (i) Liabilities relating to any Excluded Asset irrespective of whether such liability relates to the period before or after Closing; (ii) Liabilities of Seller that constitute trade payables; (iii) Liabilities of Seller or the NFPs arising under or relating to any Assumed Contract to the extent such Liabilities relate to periods prior to the Effective Time or arise from any breach or default by Seller (or the NFPs any of its Affiliates) under any Assumed Contract that occurs prior to the Effective Time or that arises out of or relates to events or circumstances that occur or exist prior to the Effective Time, including the Seller Burial Resolutions (as defined in Section 5.22 below); (iv) Liabilities of Seller or the NFPs arising under or relating to any Contract other than an Assumed Contract; (v) Liabilities with respect to (A) any Employee Plan maintained, sponsored, contributed to or participated in by Seller or the NFPs any of its Affiliates for the benefit of or relating to any current or former employee of the Business (“Seller Employee Plan”) and the amendment to or the termination of any Seller Employee Plan, or (B) any person at any time employed by Seller or the NFPs any of its Affiliates (including, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and any such person’s spouse, children, other dependents or beneficiaries, with respect to any such person’s employment or termination of employment by Seller or the NFPs, any of its Affiliates including, without limitation, claims arising under health, medical, dental, disability or other benefit plan for products, supplies or services provided or rendered prior to the Effective Time; (vi) Seller’s or the NFPs’ deferred sales commissions; (vii) Liabilities of Seller or the NFPsbased, based in whole or in part part, on violations of, or failure to comply with, of Law or environmental conditions occurring or existing prior to the Closing and arising out of or relating to Environmental Requirements, except to the extent that such Liabilities are identified in the Environmental Reports.; (viiivii) Except as otherwise specifically provided in this Agreement, all Liabilities of Seller or the NFPs for any Tax for (A) operations of the Business prior to the Effective Time; (B) Pre-Closing Tax Periods and Straddle Tax Periods for the NFPs to the extent specified in Section 5.12; (C) the transfer of the Acquired Assets; and (C) income earned by the Pre-Need Trust Funds and the Endowment Care Funds (as each of these terms is defined in Section 5.4) prior to delivery thereof to Buyer’s Trustee pursuant to Section 5.5 below to the extent such income (1) is not taxable to the applicable trusts as independent taxpayer entities, and (2) is withdrawn by or for any Seller or otherwise distributed to any Seller (whether such withdrawal or distribution is made before or after the Effective Time);and (ixviii) Liabilities of Seller or any of the NFPs arising out of or relating to any Proceeding to which Seller or any of the NFPs is a party on the date of this Agreement and relating to the Business or any of the matters referenced on Schedule 10 (“Retained Proceedings”); and (x) Liabilities arising out of the management of the Managed Businesses by Seller. It is intended that the Management Agreements shall govern the rights and duties between Seller and the Ohio NFPs and, after the Effective Time, between Buyer and the Ohio NFPs. Notwithstanding the foregoing, the terms of this Agreement shall control in the event of any conflict between this Agreement and any of the Management Agreements10.

Retained Liabilities. Except as provided Regardless of any information disclosed to Purchaser or any of its Affiliates or Representatives (whether in Section 1.4(a) hereofthe Schedules or otherwise), Purchaser shall not assume and shall have no responsibility for, and the Seller (and/or as applicable, the NFPs) will Parties and their respective Affiliates shall retain, and Buyer will not assume or be responsible or liable with respect to, any all Liabilities of the Business that precede Seller Parties and their respective Affiliates other than the Effective Time (except as specifically provided in subclause (vii) of this Section 1.4(b))Assumed Liabilities, whether including any Liabilities directly or not indirectly arising out of or relating related to the conduct of Seller or associated with or arising from any operation of the Acquired AssetsBusiness prior to the Effective Time, whether fixed such Liabilities are known or unknown, disclosed or undisclosed, matured or unmatured, accrued, absolute or contingent or known or unknown at and as of the Effective Time (collectively, the “Retained Liabilities”). Without limiting the generality of the preceding sentence, includingPurchaser shall not assume or become liable for any of the following obligations or Liabilities, without limitation, except to the followingextent any such Liability or obligation constitutes an Assumed Liability: (ia) Liabilities relating to Any Liability of any Excluded Asset irrespective Seller Party existing as of whether such liability relates to the period before or after ClosingEffective Time; (iib) Liabilities of Seller Other that constitute trade payables; (iii) Liabilities of Seller or the NFPs arising under or relating with respect to any Assumed Contract Warranty Work, any Liability with respect to the extent such Liabilities relate to periods prior to the Effective Time any claim or arise from any breach cause of action, regardless of when made or default by Seller or the NFPs under any Assumed Contract that occurs prior to the Effective Time or that asserted, which arises out of or relates to events or circumstances that occur or exist in connection with the business and operations of any Seller Party (including the Business) prior to the Effective Time, including the Seller Burial Resolutions (as defined in Section 5.22 below); (iv) Liabilities of Seller or the NFPs arising under provision of any goods or relating to services by any Contract other than an Assumed Contract; (v) Liabilities with respect to (A) any Employee Plan maintained, sponsored, contributed to or participated in by Seller Party or the NFPs for the benefit of or relating to any current or former employee of the Business (“Seller Employee Plan”) and the amendment to or the termination of any Seller Employee Plan, or (B) any person at any time employed by Seller or the NFPs (including, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and any such person’s spouse, children, other dependents or beneficiaries, with respect to any such person’s employment or termination of employment by Seller or the NFPs, including, without limitation, claims arising under health, medical, dental, disability or other benefit plan for products, supplies or services provided or rendered prior to the Effective Time; (vic) Seller’s Any Liability or obligation arising out of any employee benefit plan ever maintained by any Seller Party or covering employees of any Seller Party or to which any Seller Party has made any contribution or to which any Seller Party could be subject to any Liability, except to the NFPs’ deferred sales commissionsextent such Liabilities or obligations arise under the Transferred Benefit Programs in accordance with Section 1.3(d) and Section 6.7(b) or as otherwise specifically assumed herein; (viid) Liabilities Any Liability or obligation arising out of any breach or default (or any event which with notice or lapse of time or both would constitute a breach or default) by any Seller Party prior to the Effective Time of any provision of any Assumed Contract; (e) Any Liability or the NFPs, based in whole or in part on violations obligation arising out of any breach of, or failure default under (or any event which with notice or lapse of time or both would constitute such a breach or default) by any Seller Party prior to comply with, Law or environmental conditions occurring after the Effective Time of any Retained Asset (including any Contract which constitutes a Retained Asset); (f) Any Liability or existing obligation arising prior to the Effective Time or in connection with the Acquisition Transactions to any officer, director, manager, employee, agent or independent contractor of any Seller Party, whether or not employed by ▇▇▇▇▇▇▇▇▇ after the Effective Time, or under any benefit arrangement with respect thereto; (g) Any Liability or obligation (i) for Taxes of any Seller Party related to the business and operations of any Seller Party (including the Business) that are attributable to a Tax Period prior to the Effective Time (including, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period ending immediately prior to the Effective Time), (ii) for Transfer Taxes for which the Seller Parties are liable pursuant to Section 6.2, and (iii) arising out of or relating to Environmental Requirementsa failure to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws in accordance with Section 6.1(d); (h) All wages and workers’ compensation obligations of any Seller Party with respect to its employees, agents or independent contractors accrued through the Effective Time; (i) Subject to Purchaser’s obligations and Liabilities under Section 6.7(a)(i), any Liability or obligation related to any employees of any Seller Party who do not accept Purchaser’s or one of its Affiliate’s offer of employment following the Closing, or former employees of any Seller Party, except to the extent that such Liabilities are identified in the Environmental Reports.Liability or obligation arises under a Transferred Benefit Program; (viiij) Except as otherwise specifically provided Any Liability or obligation related to, arising out of or in this Agreement, all Liabilities connection with any Retained Asset; (k) Any Liability arising out of Seller or the NFPs for any Tax for (A) operations relating to Indebtedness of the Business prior to the Effective Time; (B) Pre-Closing Tax Periods and Straddle Tax Periods for the NFPs to the extent specified in Section 5.12; (C) the transfer of the Acquired Assets; and (C) income earned by the Pre-Need Trust Funds and the Endowment Care Funds (as each of these terms is defined in Section 5.4) prior to delivery thereof to Buyer’s Trustee pursuant to Section 5.5 below to the extent such income (1) is not taxable to the applicable trusts as independent taxpayer entities, and (2) is withdrawn by or for any Seller Party or otherwise distributed to any Seller of their respective Affiliates (whether such withdrawal or distribution is made before or after the Effective Timeother than DCEC); (ixl) Liabilities of Seller or any of the NFPs Any Liability arising out of or relating to any Proceeding to which Closing Transaction Expenses; or (m) Any Liability arising out of or resulting from any Seller or Party’s noncompliance with any of the NFPs is a party on the date of this Agreement and relating to the Business or Law (including any of the matters referenced on Schedule 10 (“Retained Proceedings”Labor Law); and (xn) Any Environmental Liabilities arising out of the management of the Managed Businesses with respect to Environmental Laws, including claims for injury suffered by Seller. It is intended that the Management Agreements shall govern the rights employees and duties between Seller former employees related to exposure to harmful chemicals and the Ohio NFPs and, after the Effective Time, between Buyer and the Ohio NFPs. Notwithstanding the foregoing, the terms of this Agreement shall control in the event of any conflict between this Agreement and any of the Management Agreementssubstances.

Retained Liabilities. Except as provided in Section 1.4(a) hereof, Purchaser shall not assume any liabilities or obligations of Seller (and/or as applicable, the NFPs) will retain, and Buyer will not assume or be responsible or liable with respect to, any Liabilities of the Business that precede the Effective Time (except as specifically provided in subclause (vii) of this Section 1.4(b)), whether or not relating to the Business or the Purchased Assets, and whether known or unknown, absolute, accrued, contingent or otherwise, or whether due or to become due, arising out of events or relating to transactions or facts occurring on, prior to, or after the conduct of Seller or associated with or arising from any of the Acquired AssetsClosing Date), whether fixed or contingent or known or unknown other than Assumed Liabilities (collectively, the “Retained Liabilities”), including, without limitationbut not limited to, the following: (i) Liabilities relating All trade accounts payable by Seller to any Excluded Asset irrespective third parties and other accrued expenses in connection with the Business that remain unpaid as of whether such liability relates to the period before or after ClosingOctober 14, 2020 and as specifically set forth on Schedule 2.1(b)(ii); (ii) Liabilities all liabilities and obligations, whether absolute, accrued, contingent or otherwise, for Taxes including any such liability or obligation for any Taxes (a) of Seller that constitute trade payablesor (b) relating to the Business, the Purchased Assets or the Assumed Liabilities for any taxable period ending on or prior to the Closing Date; (iii) Liabilities all liabilities and obligations relating to current or former employees, directors, agents, consultants or other independent contractors of Seller or the NFPs arising under or relating to any Assumed Contract to the extent such Liabilities relate to periods services performed, benefits accrued or claims accrued or incurred on or prior to the Effective Time or arise from any breach or default by Seller or the NFPs under any Assumed Contract that occurs prior to the Effective Time or that arises out of or relates to events or circumstances that occur or exist prior to the Effective TimeClosing, including the Seller Burial Resolutions (as defined in Section 5.22 below)all Severance Expense; (iv) Liabilities any liability or claim for liability (whether in contract, in tort or otherwise, and whether or not successful) related to any lawsuit or threatened lawsuit or claim (including any claim for breach or non-performance of Seller any Contract) based upon actions, omissions or events relating to the operation of the Business or the NFPs arising under Purchased Assets occurring on or relating prior to any Contract other than an Assumed Contract;the Closing Date; and (v) Liabilities with respect to (A) any Employee Plan maintained, sponsored, contributed to or participated in by Seller or the NFPs for the benefit of or relating to any current or former employee of the Business (“Seller Employee Plan”) all liabilities and the amendment to or the termination of any Seller Employee Plan, or (B) any person at any time employed by Seller or the NFPs (including, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and any such person’s spouse, children, other dependents or beneficiaries, with respect to any such person’s employment or termination of employment by Seller or the NFPs, including, without limitation, claims arising under health, medical, dental, disability or other benefit plan for products, supplies or services provided or rendered prior to the Effective Time; (vi) Seller’s or the NFPs’ deferred sales commissions; (vii) Liabilities of Seller or the NFPs, based in whole or in part on violations of, or failure to comply with, Law or environmental conditions occurring or existing prior to the Closing and obligations arising out of any Legal Proceeding, inquiry, claim, Order or relating to Environmental Requirements, except to the extent that such Liabilities are identified in the Environmental Reports. (viii) Except as otherwise specifically provided in this Agreement, all Liabilities of Seller or the NFPs for any Tax for (A) operations of the Business prior to the Effective Time; (B) Pre-Closing Tax Periods and Straddle Tax Periods for the NFPs to the extent specified in Section 5.12; (C) the transfer of the Acquired Assets; and (C) income earned by the Pre-Need Trust Funds and the Endowment Care Funds (as each of these terms is defined in Section 5.4) prior to delivery thereof to Buyer’s Trustee pursuant to Section 5.5 below to the extent such income (1) is not taxable to the applicable trusts as independent taxpayer entities, and (2) is withdrawn investigation by or for before any Seller or otherwise distributed to any Seller (whether such withdrawal or distribution is made before or after the Effective Time); (ix) Liabilities of Seller or any of the NFPs Governmental Authority arising out of events, transactions, facts, circumstances, acts or relating omissions which occurred, existed or commenced prior to any Proceeding to which Seller or any of the NFPs is a party on the date of this Agreement and relating to the Business or any of the matters referenced on Schedule 10 (“Retained Proceedings”); and (x) Liabilities arising out of the management of the Managed Businesses by Seller. It is intended that the Management Agreements shall govern the rights and duties between Seller and the Ohio NFPs and, after the Effective Time, between Buyer and the Ohio NFPs. Notwithstanding the foregoing, the terms of this Agreement shall control in the event of any conflict between this Agreement and any of the Management AgreementsClosing Date.

Retained Liabilities. Except as provided Seller hereby acknowledges and agrees that all Liabilities of Seller other than the Assumed Liabilities (which, for the avoidance of doubt, shall include the matters covered in Section 1.4(a) hereof8.3(c), Seller (and/or as applicablecollectively, the NFPs“Retained Liabilities”) will retainshall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. Without limiting the foregoing, Retained Liabilities include the following Liabilities of Seller, to the extent not taken into account in determining Working Capital and to the extent not Assumed Liabilities: (i) any Liability arising out of or relating to products or services of Seller to the extent manufactured, sold or provided prior to the Effective Time other than to the extent assumed under Sections 2.4(a)(iii), (a)(iv), (a)(v), (a)(vi) or (a)(ix) or Schedule 2.4(a)(viii); (ii) any Liability under any Contract assumed by Buyer will not assume pursuant to Section 2.4(a)(a)(v), that either arose at or be responsible or liable with respect toprior to the Effective Time or, to the extent that such Liability is the result of a Breach that occurred prior to the Effective Time, arises after the Effective Time; (iii) any Liabilities Liability for Taxes, including (A) any Taxes arising as a result of Seller’s operation of the Business that precede or ownership of the Acquired Assets prior to the Effective Time Time, (except B) any Taxes that will arise as specifically provided in subclause a result of the sale of the Acquired Assets pursuant to this Agreement and (viiC) any deferred Taxes of this any nature; (iv) any Liability under any Contract not assumed by Buyer under Section 1.4(b)2.4(a), whether including any Liability arising out of or not relating to any Indebtedness or any security interest or Encumbrance related thereto; (v) any Environmental Liabilities arising out of or relating to the conduct operation of the Business prior to Closing or Seller’s leasing, ownership or operation of real property or the Facilities; (vi) any obligation or Liability under or that relates to the Company Benefit Plans or relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other employee plans or benefits of any kind for Seller’s current or former employees, officers, directors or other Persons; (vii) any Liability under any employment, severance, retention or termination agreement with any current or former employee of Seller or associated with or arising from any of the Acquired Assets, whether fixed or contingent or known or unknown their Related Persons; (collectively, the “Retained Liabilities”), including, without limitation, the following: (i) Liabilities relating to any Excluded Asset irrespective of whether such liability relates to the period before or after Closing; (ii) Liabilities of Seller that constitute trade payables; (iii) Liabilities of Seller or the NFPs arising under or relating to any Assumed Contract to the extent such Liabilities relate to periods prior to the Effective Time or arise from any breach or default by Seller or the NFPs under any Assumed Contract that occurs prior to the Effective Time or that arises out of or relates to events or circumstances that occur or exist prior to the Effective Time, including the Seller Burial Resolutions (as defined in Section 5.22 below); (iv) Liabilities of Seller or the NFPs arising under or relating to any Contract other than an Assumed Contract; (v) Liabilities with respect to (Aviii) any Employee Plan maintained, sponsored, contributed to or participated in by Seller or the NFPs for the benefit Liability arising out of or relating to any current or former employee of the Business (“Seller Employee Plan”) and the amendment to or the termination of any Seller Employee Plan, or (B) any person at any time employed by Seller or the NFPs (including, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and any such person’s spouse, children, other dependents or beneficiaries, grievance with respect to any such person’s employment an event or termination of employment by Seller occurrence at or the NFPs, including, without limitation, claims arising under health, medical, dental, disability or other benefit plan for products, supplies or services provided or rendered prior to the Effective Time; Time whether or not the affected employees are hired by Buyer; (viix) any Liability to any Related Person of Seller’s ; (x) any Liability to indemnify, reimburse or the NFPs’ deferred sales commissions; advance amounts to any current or former officer, director, employee or agent of Seller; (viixi) Liabilities any Liability to distribute to any equity holders of Seller or otherwise apply all or any part of the NFPs, based in whole or in part on violations of, or failure to comply with, Law or environmental conditions occurring or existing prior to the Closing and consideration received hereunder; (xii) any Liability arising out of any Proceeding by or relating to Environmental Requirements, except to the extent that such Liabilities are identified in the Environmental Reports. (viii) Except against Seller whether pending as otherwise specifically provided in this Agreement, all Liabilities of Seller or the NFPs for any Tax for (A) operations of the Business prior to commenced after the Effective Time; (Bxiii) Pre-Closing Tax Periods and Straddle Tax Periods for the NFPs any Liability arising out of or resulting from Seller’s compliance or noncompliance with any Legal Requirement or Order of any Governmental Body, including without limitation any State or Federal motor vehicle safety law, standard, or regulation except to the extent specified assumed under the proviso in Section 5.122.4(b)(i); (Cxiv) the transfer of the Acquired Assets; and (C) income earned by the Pre-Need Trust Funds and the Endowment Care Funds (as each of these terms is defined in Section 5.4) prior to delivery thereof to Buyer’s Trustee pursuant to Section 5.5 below to the extent such income (1) is not taxable to the applicable trusts as independent taxpayer entities, and (2) is withdrawn by or for any Seller or otherwise distributed to any Seller (whether such withdrawal or distribution is made before or after the Effective Time); (ix) Liabilities Liability of Seller under this Agreement or any of other document executed in connection with the NFPs Contemplated Transactions; (xv) all Liabilities, if any, arising out of or relating to any Proceeding prior acquisition or disposition by Seller or set forth on Schedule 2.4(b)(xv); (xvi) any Liability for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to which have been made, by any Person with Seller or any of the NFPs is a party its Related Persons (or any Person acting on the date behalf of this Agreement and relating to the Business or any of them) in connection with any of the matters referenced on Contemplated Transactions; (xvii) any Liability of Seller described in Schedule 10 2.4(a)(a)(viii), except for any Liabilities assumed by Buyer set forth therein; and (“Retained Proceedings”); and (xxviii) Liabilities any other Liability of Seller or its Related Persons arising out of the management of the Managed Businesses by Seller. It is intended that the Management Agreements shall govern the rights and duties between Seller and the Ohio NFPs and, after the Effective Time, between Buyer and the Ohio NFPs. Notwithstanding the foregoing, the terms of this Agreement shall control in the event of any conflict between this Agreement and any of the Management Agreements.

Retained Liabilities. Except as provided in Section 1.4(a1.5(a) hereof, each of Seller (and/or as applicable, the NFPs) and SCI will retain, and Buyer will not assume or be responsible or liable with respect to, any Liabilities of the Business that precede the Effective Time (except as specifically provided in subclause (vii) of this Section 1.4(b1.5(b)), whether or not arising out of or relating to the conduct of Seller and/or SCI or associated with or arising from any of the Acquired Assets, whether fixed or contingent or known or unknown (collectively, the “Retained Liabilities”), including, without limitation, the following: (i) Liabilities relating to any Excluded Asset irrespective of whether such liability relates to the period before or after ClosingAsset; (ii) Liabilities of Seller and/or SCI that constitute trade payables; (iii) Liabilities of Seller or the NFPs and/or SCI arising under or relating to any Assumed Contract to the extent such Liabilities relate to periods prior to the Effective Time or arise from any breach or default by Seller and/or SCI (or the NFPs any of their Affiliates) under any Assumed Contract that occurs prior to the Effective Time or that arises out of or relates to events or circumstances that occur or exist prior to the Effective Time, including the Seller Burial Resolutions (as defined in Section 5.22 below); (iv) Liabilities of Seller or the NFPs and/or SCI arising under or relating to any Contract other than an Assumed Contract; (v) Liabilities with respect to (A) any Employee Plan maintained, sponsored, contributed to or participated in by Seller and/or SCI or the NFPs any of their Affiliates for the benefit of or relating to any current or former employee of the Business (“Seller Employee Plan”) and the amendment to or the termination of any Seller Employee Plan, or (B) any person at any time employed by Seller or the NFPs SCI or any of their Affiliates (including, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and any such person’s spouse, children, other dependents or beneficiaries, with respect to any such person’s employment or termination of employment by Seller or the NFPs, SCI or any of their Affiliates including, without limitation, claims arising under health, medical, dental, disability or other benefit plan for products, supplies or services provided or rendered prior to the Effective Time; (vi) Seller’s or the NFPs’ SCI’s deferred sales commissions; (vii) Liabilities of Seller or the NFPsSCI, based in whole or in part on violations of, or failure to comply with, of Law or environmental conditions occurring or existing prior to the Closing and arising out of or relating to Environmental Requirements, except to the extent that such Liabilities are identified in the Environmental Reports.; (viii) Except as otherwise specifically provided in this Agreement, all Liabilities of Seller or the NFPs SCI for any Tax for (A) operations of the Business prior to the Effective Time; (B) Pre-Closing Tax Periods and Straddle Tax Periods for the NFPs to the extent specified in Section 5.12; (C) the transfer of the Acquired Assets; and (C) income earned by the Pre-Need Trust Funds and the Endowment Care Funds (as each of these terms is defined in Section 5.4) prior to delivery thereof to Buyer’s Trustee pursuant to Section 5.5 below to the extent such income (1) is not taxable to the applicable trusts as independent taxpayer entities, and (2) is withdrawn by or for any Seller or SCI or otherwise distributed to any Seller or SCI (whether such withdrawal or distribution is made before or after the Effective Time);; and (ix) Liabilities of Seller or any of the NFPs SCI arising out of or relating to any Proceeding to which Seller or any of the NFPs SCI is a party on the date of this Agreement and relating to the Business or any of the matters referenced on Schedule 10 (“Retained Proceedings”1.5(b)(ix) except for Liabilities for actions/business changes at the Business that may be required after Closing pursuant to or arising from the Michigan monument builder’s class action claim which is identified on Schedule 1.5(b)(ix); and (x) Liabilities arising out of the management of Seller or SCI’s Business by SCI; and (xi) Liabilities relating to any claims arising in connection with monument sales by the Managed Businesses by Seller. It is intended that Seller or SCI prior to the Management Agreements shall govern the rights and duties between Seller and the Ohio NFPs and, after the Effective Time, between Buyer and the Ohio NFPs. Notwithstanding the foregoing, the terms of this Agreement shall control in the event of any conflict between this Agreement and any of the Management AgreementsClosing.

Retained Liabilities. Except as provided in Section 1.4(a) hereoffor the Assumed Liabilities, Seller (and/or as applicableBuyer shall not have any obligation for, the NFPs) will retain, and Buyer will not assume or be responsible or liable with respect to, any Liabilities of Asset Seller of any nature whatsoever (whether asserted or unasserted, absolute or contingent, liquidated or unliquidated, accrued or unaccrued, whether due or to become due, and whether incurred prior to, on or after the Closing Date), including those arising from or relating to: (i) Asset Seller’s operations on or prior to the Closing Date, including any Liability arising from the actual or alleged breach of any applicable Law (including any Liability arising under Environmental Law and relating to, or arising from, Asset Seller, the Business as operated by the Asset Seller, or the Purchased Assets, including relating to, or arising from, (x) the Leased Property or any other real property now or previously owned, operated or leased by Asset Seller, in each case for periods prior to the Closing Date, (y) the off-site transportation, disposal or arranging for the off-site disposal of any Hazardous Materials, or (z) the release of Hazardous Materials in, at, on, from or emanating from the Leased Property or any other real property presently or formerly owned, operated or leased by Asset Seller), (ii) any Indebtedness of Asset Seller that precede is not fully reflected or reserved for on the Effective Time Final Adjustment Statement, (except as specifically iii) any Business Plans owned by the Asset Seller, (iv) the breach of any Contract by Asset Seller occurring on or prior to the Closing Date, (v) any litigation or proceeding pending against Asset Seller, (vi) any product manufactured, distributed, shipped or sold, and any services provided in subclause (or the alleged failure to provide such services) by Asset Seller on or prior to the Closing Date (without regard to (x) the basis or theory of claim (negligence, strict tort, breach of express or implied warranty, fraud or failure to warn, test, inspect or instruct, infringement claims and any related claims, or otherwise), (y) the nature of the damages sought (property damage, economic loss, personal injury, wrongful death or other), or (z) whether the claim arose or is asserted before or after the Closing), (vii) any claims pending, or that may hereafter be made, against Asset Seller or any failure by Asset Seller to comply with all applicable Law regarding current or former employees or other service providers, (viii) any violation of this Section 1.4(b)), whether fraudulent transfer or not arising out of bulk sales laws by Asset Seller or Liabilities relating to the conduct of Seller or associated with or arising from any “defacto merger” or “successor in interest” theories of Liability, (ix) any Selling Expenses of the Acquired AssetsAsset Seller Parties, whether fixed (x) the Taxes of the Asset Seller (including any liability for either failing to file any Tax Return or contingent or known or unknown (collectivelyfor unpaid Taxes of the Asset Seller, the “Retained Liabilities”including based upon a Taxing Authority’s re-characterization of a reported transaction), including, without limitation, the following: (i) Liabilities relating to any Excluded Asset irrespective of whether such liability relates Taxes related to the period before or after Closing; (ii) Liabilities of Seller that constitute trade payables; (iii) Liabilities of Seller or the NFPs arising under or relating to any Assumed Contract to the extent such Liabilities relate to periods prior to the Effective Time or arise from any breach or default by Seller or the NFPs under any Assumed Contract that occurs prior to the Effective Time or that arises out of or relates to events or circumstances that occur or exist prior to the Effective Time, including the Seller Burial Resolutions (as defined in Section 5.22 below); (iv) Liabilities of Seller or the NFPs arising under or relating to any Contract other than an Assumed Contract; (v) Liabilities with respect to (A) any Employee Plan maintained, sponsored, contributed to or participated in by Seller or the NFPs for the benefit of or relating to any current or former employee of the Business (“Seller Employee Plan”) and the amendment to or the termination of any Seller Employee Plan, or (B) any person at any time employed by Seller or the NFPs (including, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and any such person’s spouse, children, other dependents or beneficiaries, with respect to any such person’s employment or termination of employment by Seller or the NFPs, including, without limitation, claims arising under health, medical, dental, disability or other benefit plan for products, supplies or services provided or rendered prior to the Effective Time; (vi) Seller’s or the NFPs’ deferred sales commissions; (vii) Liabilities of Seller or the NFPs, based in whole or in part on violations of, or failure to comply with, Law or environmental conditions occurring or existing prior to the Closing and arising out of or relating to Environmental Requirements, except to the extent that such Liabilities are identified in the Environmental Reports. (viii) Except as otherwise specifically provided in this Agreement, all Liabilities of Seller or the NFPs for any Tax for (A) operations operation of the Business prior to the Effective Time; (B) Pre-Closing Tax Periods and Straddle Tax Periods for Closing, any Taxes related to, or imposed upon, the NFPs Purchased Assets, or their ownership, prior to the extent specified in Closing, any obligations of Asset Seller to indemnify or otherwise assume or succeed to the Tax liability of any other Person by reason of Contract, assumption, transferee liability, operation of applicable Law, Section 5.12; (C) the transfer 1.1502-6 of the Acquired Assets; Treasury Regulations (or any predecessor or successor thereof, or any analogous or similar provision under applicable Law) or otherwise, and (C) income earned by the Pre-Need Trust Funds any and the Endowment Care Funds (as each of these terms is defined in Section 5.4) prior to delivery thereof to Buyer’s Trustee pursuant to Section 5.5 below to the extent such income (1) is not taxable to the applicable trusts as independent taxpayer entitiesall Transfer Taxes, and (2xi) is withdrawn by or for any Seller or otherwise distributed Excluded Asset, including any Excluded Contract (the Liabilities listed and described in this paragraph being collectively referred to any Seller (whether such withdrawal or distribution is made before or after as the Effective Time); (ix) Liabilities of Seller or any of the NFPs arising out of or relating to any Proceeding to which Seller or any of the NFPs is a party on the date of this Agreement and relating to the Business or any of the matters referenced on Schedule 10 (“Retained ProceedingsLiabilities,” and each a “Retained Liability”); and (x) Liabilities arising out of the management of the Managed Businesses by Seller. It is intended that the Management Agreements shall govern the rights and duties between Seller and the Ohio NFPs and, after the Effective Time, between Buyer and the Ohio NFPs. Notwithstanding the foregoing, the terms of this Agreement shall control in the event of any conflict between this Agreement and any of the Management Agreements.

Retained Liabilities. Except as provided in Section 1.4(a) hereof, Seller (and/or as applicable, the NFPs) will retain, Purchaser and Buyer will its Affiliates shall not assume or be responsible or liable with respect to, for any Liabilities of the Business that precede the Effective Time (except as specifically provided in subclause (vii) of this Section 1.4(b)), whether or not arising out of or relating to the conduct following Liabilities of Seller or associated with or arising from any of the Acquired Assets, whether fixed or contingent or known or unknown its Affiliates (collectively, the “Retained Liabilities”): (a) Except as set forth in Section 2.6(b), including, without limitation, the following:any Indebtedness; (ib) Other than the Assumed Liabilities, any and all Liabilities to the extent relating to or arising out of the Business, accruing prior to the Closing, whether known or unknown, fixed or contingent, asserted or unasserted; (c) Any and all Liabilities for which any Seller Entity or any of their Affiliates (other than the Purchased Companies after the Closing) expressly has responsibility pursuant to this Agreement or any other Transaction Documents; (d) Any and all Liabilities to the extent relating to or arising out of Seller’s or any of its Affiliates operation of any business or division other than the Business, accruing prior to the Closing, whether known or unknown, fixed or contingent, asserted or unasserted; (e) Any and all Liabilities relating to any Excluded Asset irrespective or arising out of whether such liability relates to the period before or after Closing; (ii) Liabilities of Seller that constitute trade payables; (iii) Liabilities of Seller or the NFPs arising under or relating to any Assumed Contract Specified Business Contracts to the extent such Liabilities (A) arise from or relate to periods any breach or violation by any Seller Entity or any Affiliate of any Seller Entity prior to the Effective Time or Closing Date and (B) arise from or relate to any breach event, circumstance or default by Seller condition occurring or the NFPs under any Assumed Contract that occurs existing on or prior to the Effective Time Closing Date that, with notice or that arises out lapse of time, would constitute or relates result in a breach or violation of any of such Specified Business Contracts; (f) Other than the Assumed Liabilities, any Liabilities of any Purchased Company to events or circumstances that occur or exist the extent accruing prior to the Effective TimeClosing, including the Seller Burial Resolutions (as defined in Section 5.22 below)whether known or unknown, fixed or contingent, asserted or unasserted; (ivg) Any and all Liabilities of Seller or the NFPs arising under or relating to any Contract Purchased Company (other than a Purchased Non-Consolidated Venture) to the extent arising from by virtue (if applicable) of it being an Assumed Contract; (v) Liabilities with respect to (A) any Employee Plan maintained, sponsored, contributed to or participated in by ERISA Affiliate of Seller or the NFPs for the benefit of or relating to any current or former employee of the Business (“Seller Employee Plan”) and the amendment to or the termination of any Seller Employee Plan, or (B) any person at any time employed by Seller or the NFPs (including, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), to the extent not attributable to a Purchased Entity Benefit Plan; (h) Any and any such person’s spouse, children, other dependents or beneficiaries, with respect to any such person’s employment or termination of employment by Seller or the NFPs, including, without limitation, claims arising under health, medical, dental, disability or other benefit plan for products, supplies or services provided or rendered all Liabilities accruing prior to the Effective TimeClosing, whether known or unknown, fixed or contingent, asserted or unasserted, to the extent arising out of or related to the Excluded Assets; (vii) Seller’s Except as set forth in Section 2.6 or Section 5.7, any Liabilities to the NFPs’ deferred sales commissionsextent relating to or arising under any Seller Benefit Plan or in respect of Business Employees; (viij) Any and all Liabilities relating to any Environmental Law or Hazardous Materials to the extent arising from or relating to the ownership, operation or conduct of Seller the Purchased Assets, the Assumed Liabilities or the NFPs, based in whole Business on or in part on violations of, or failure to comply with, Law or environmental conditions occurring or existing prior to the Closing Date (including any such Liabilities arising from any businesses, operations, products or properties for which a former (as of the Closing Date) owner or operator of the Purchased Assets, the Assumed Liabilities or the business may be alleged to be responsible as a matter of Law, Contract or otherwise); (k) Any and all Liabilities arising out of from or relating to Environmental Requirements(i) the infringement, except misappropriation or other violation of the Intellectual Property of any third party, or allegation thereof, in each case to the extent that such Liabilities are identified in resulting or alleged to result from the Environmental Reports. (viii) Except as otherwise specifically provided in this Agreement, all Liabilities manufacture or sale of Seller any products of the Business or the NFPs for use of any Tax for (A) operations processes of the Business prior to the Effective TimeClosing Date, or (ii) any of the matters described or incorporated in Section 3.9(b) of the Seller Disclosure Schedules; (l) Any and all Liabilities relating to a claim that is made prior to or within the three (3) year period following the Closing Date with respect to any return, repair, warranty or similar Liabilities related to products and services of the Business that were manufactured or sold prior to the Closing Date; (m) Any and all Liabilities relating to or arising out of the Specified Restructurings; provided that in no event shall Seller’s and its Affiliates’ aggregate liability pursuant to the Overhead Restructuring exceed the amount set forth on Section 1.1(g)(v) of the Seller Disclosure Schedules (Bthe “Overhead Restructuring Cap”), regardless of whether such Liabilities are incurred prior to or after the Closing Date; (n) Pre-Closing Tax Periods Any and Straddle Tax Periods for the NFPs all Liabilities to the extent specified in resulting from the litigation listed on Section 5.12; (C2.7(n) the transfer of the Acquired Assets; and Seller Disclosure Schedules (C) income earned by the Pre-Need Trust Funds and the Endowment Care Funds (as each of these terms is defined in Section 5.4) prior to delivery thereof to Buyer’s Trustee pursuant to Section 5.5 below to the extent such income (1) is not taxable to the applicable trusts as independent taxpayer entities, and (2) is withdrawn by or for any Seller or otherwise distributed to any Seller (whether such withdrawal or distribution is made before or after the Effective Time“Specified Retained Litigation”); (ixo) Any and all Liabilities for Taxes (i) for which Seller is responsible pursuant to Section 6.1 or (ii) imposed on any Purchased Non-Consolidated Venture or any Subsidiary thereof for any Pre-Closing Period; (p) The Seller Portion of the Shared Contract Liabilities; (q) Any and all Liabilities with respect to any recall or similar Liabilities relating to products of the Business that were manufactured or sold on or prior to the Closing Date; (r) Any and all Liabilities for death, personal injury, advertising injury, other injury to persons or property damage to the extent relating to products of the Business that were manufactured or sold on or prior to the Closing Date; and (s) Any and all fees and expenses of brokers, finders, counsel, financial advisors, accountants, consultants and other professional advisors incurred by Seller or any of Seller’s Affiliates in connection with the NFPs arising out of auction or relating other sale process to any Proceeding to which Seller or any of the NFPs is a party on the date of this Agreement and relating to sell the Business or the HomeLink Business or the negotiation and execution of this Agreement, the agreement related to the sale of the HomeLink Business, or similar agreements for other businesses of Seller. Seller and Purchaser acknowledge and agree that neither Purchaser nor any of the matters referenced on Schedule 10 (“its Affiliates will be required to assume and retain any Retained Proceedings”); and (x) Liabilities arising out of the management of the Managed Businesses by SellerLiabilities. It is intended that the Management Agreements shall govern the rights and duties between Seller and Purchaser further acknowledge and agree that notwithstanding the Ohio NFPs andform of transaction in any jurisdiction that may otherwise transfer Liabilities referred to in this Section 2.7 to Purchaser, after such Liabilities shall remain Retained Liabilities and subject to the Effective Time, between Buyer and the Ohio NFPs. Notwithstanding the foregoing, the terms indemnification provisions of this Agreement shall control in the event of any conflict between this Agreement and any of the Management AgreementsArticle IX.

Retained Liabilities. Except as provided in Section 1.4(a1.5(a) hereof, each of Seller (and/or as applicable, the NFPs) and SCI will retain, and Buyer will not assume or be responsible or liable with respect to, any Liabilities of the Business that precede the Effective Time (except as specifically provided in subclause (vii) of this Section 1.4(b1.5(b)), whether or not arising out of or relating to the conduct of Seller and/or SCI or associated with or arising from any of the Acquired Assets, whether fixed or contingent or known or unknown (collectively, the “Retained Liabilities”), including, without limitation, the following: (i) Liabilities relating to any Excluded Asset irrespective of whether such liability relates to the period before or after ClosingAsset; (ii) Liabilities of Seller and/or SCI that constitute trade payables; (iii) Liabilities of Seller or the NFPs and/or SCI arising under or relating to any Assumed Contract to the extent such Liabilities relate to periods prior to the Effective Time or arise from any breach or default by Seller and/or SCI (or the NFPs any of their Affiliates) under any Assumed Contract that occurs prior to the Effective Time or that arises out of or relates to events or circumstances that occur or exist prior to the Effective Time, including the Seller Burial Resolutions (as defined in Section 5.22 below); (iv) Liabilities of Seller or the NFPs and/or SCI arising under or relating to any Contract other than an Assumed Contract; (v) Liabilities with respect to (A) any Employee Plan maintained, sponsored, contributed to or participated in by Seller and/or SCI or the NFPs any of their Affiliates for the benefit of or relating to any current or former employee of the Business (“Seller Employee Plan”) and the amendment to or the termination of any Seller Employee Plan, or (B) any person at any time employed by Seller or the NFPs SCI or any of their Affiliates (including, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and any such person’s spouse, children, other dependents or beneficiaries, with respect to any such person’s employment or termination of employment by Seller or the NFPs, SCI or any of their Affiliates including, without limitation, claims arising under health, medical, dental, disability or other benefit plan for products, supplies or services provided or rendered prior to the Effective Time; (vi) Seller’s or the NFPs’ SCI’s deferred sales commissions; (vii) Liabilities of Seller or the NFPsSCI, based in whole or in part on violations of, or failure to comply with, of Law or environmental conditions occurring or existing prior to the Closing and arising out of or relating to Environmental Requirements, except to the extent that such Liabilities are identified in the Environmental Reports.; provided that the Seller and SCI shall each remain liable for the environmental Liabilities identified on Exhibit B until Seller, SCI or Buyers at Seller or SCI’s expense have remediated, to the extent required by existing governmental standards, such environmental Liabilities as noted on Exhibit B; (viii) Except as otherwise specifically provided in this Agreement, all Liabilities of Seller or the NFPs SCI for any Tax for (A) operations of the Business prior to the Effective Time; (B) Pre-Closing Tax Periods and Straddle Tax Periods for the NFPs to the extent specified in Section 5.12; (C) the transfer of the Acquired Assets; and (C) income earned by the Pre-Need Trust Funds and the Endowment Care Funds (as each of these terms is defined in Section 5.4) prior to delivery thereof to Buyer’s Trustee pursuant to Section 5.5 below to the extent such income (1) is not taxable to the applicable trusts as independent taxpayer entities, and (2) is withdrawn by or for any Seller or SCI or otherwise distributed to any Seller or SCI (whether such withdrawal or distribution is made before or after the Effective Time);; and (ix) Liabilities of Seller or any of the NFPs SCI arising out of or relating to any Proceeding to which Seller or any of the NFPs SCI is a party on the date of this Agreement and relating to the Business or any of the matters referenced on Schedule 10 (“Retained Proceedings”1.5(b)(ix) except for Liabilities for actions/business changes at the Business that may be required after Closing pursuant to or arising from the Michigan monument builder’s class action claim which is identified on Schedule 1.5(b)(ix); and (x) Liabilities arising out of the management of Seller or SCI’s Business by SCI; and (xi) Liabilities relating to any claims arising in connection with monument sales by the Managed Businesses by Seller. It is intended that Seller or SCI prior to the Management Agreements shall govern the rights and duties between Seller and the Ohio NFPs and, after the Effective Time, between Buyer and the Ohio NFPs. Notwithstanding the foregoing, the terms of this Agreement shall control in the event of any conflict between this Agreement and any of the Management AgreementsClosing.

Retained Liabilities. Except as provided in Section 1.4(a1.5(a) hereof, each of Seller (and/or as applicable, the NFPs) and SCI will retain, and Buyer will not assume or be responsible or liable with respect to, any Liabilities of the Business that precede the Effective Time (except as specifically provided in subclause (vii) of this Section 1.4(b1.5(b)), whether or not arising out of or relating to the conduct of Seller and/or SCI or associated with or arising from any of the Acquired Assets, whether fixed or contingent or known or unknown (collectively, the “Retained Liabilities”), including, without limitation, the following: (i) Liabilities relating to any Excluded Asset irrespective of whether such liability relates to the period before or after Closing; (ii) Liabilities of Seller and/or SCI that constitute trade payables; (iii) Liabilities of Seller or the NFPs and/or SCI arising under or relating to any Assumed Contract to the extent such Liabilities relate to periods prior to the Effective Time or arise from any breach or default by Seller and/or SCI (or the NFPs any of their Affiliates) under any Assumed Contract that occurs prior to the Effective Time or that arises out of or relates to events or circumstances that occur or exist prior to the Effective Time, including the Seller Burial Resolutions (as defined in Section 5.22 below); (iv) Liabilities of Seller or the NFPs and/or SCI arising under or relating to any Contract other than an Assumed Contract; (v) Liabilities with respect to (A) any Employee Plan maintained, sponsored, contributed to or participated in by Seller and/or SCI or the NFPs any of their Affiliates for the benefit of or relating to any current or former employee of the Business (“Seller Employee Plan”) and the amendment to or the termination of any Seller Employee Plan, or (B) any person at any time employed by Seller or the NFPs SCI or any of their Affiliates (including, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and any such person’s spouse, children, other dependents or beneficiaries, with respect to any such person’s employment or termination of employment by Seller or the NFPs, SCI or any of their Affiliates including, without limitation, claims arising under health, medical, dental, disability or other benefit plan for products, supplies or services provided or rendered prior to the Effective Time; (vi) Seller’s or the NFPs’ SCI’s deferred sales commissions; (vii) Liabilities of Seller or the NFPsSCI based, based in whole or in part part, on violations of, or failure to comply with, of Law or environmental conditions occurring or existing prior to the Closing and arising out of or relating to Environmental Requirements, except to the extent that such Liabilities are identified in the Environmental Reports.; (viii) Except as otherwise specifically provided in this Agreement, all Liabilities of Seller or the NFPs SCI for any Tax for (A) operations of the Business prior to the Effective Time; (B) Pre-Closing Tax Periods and Straddle Tax Periods for the NFPs to the extent specified in Section 5.12; (C) the transfer of the Acquired Assets; and (C) income earned by the Pre-Need Trust Funds and the Endowment Care Funds (as each of these terms is defined in Section 5.4) prior to delivery thereof to Buyer’s Trustee pursuant to Section 5.5 below to the extent such income (1) is not taxable to the applicable trusts as independent taxpayer entities, and (2) is withdrawn by or for any Seller or SCI or otherwise distributed to any Seller or SCI (whether such withdrawal or distribution is made before or after the Effective Time);; and (ix) Liabilities of Seller or any of the NFPs SCI arising out of or relating to any Proceeding to which Seller or any of the NFPs SCI is a party on the date of this Agreement and relating to the Business or any of the matters referenced on Schedule 10 (“Retained Proceedings”)10; and (x) Liabilities arising out of the management of the Managed Businesses Seller or SCI’s Business by Seller. It is intended that the Management Agreements shall govern the rights and duties between Seller and the Ohio NFPs and, after the Effective Time, between Buyer and the Ohio NFPs. Notwithstanding the foregoing, the terms of this Agreement shall control in the event of any conflict between this Agreement and any of the Management AgreementsSCI.

Retained Liabilities. Except (a) Buyer shall not assume or become liable for, in whole or in part, the payment or performance of any debts, Taxes (except as and to the extent provided in Section 1.4(a4.3), 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 those items provided in Section 3.2(b) hereofbelow (the "Retained Liabilities"). Without limiting the foregoing, Buyer shall not assume, and Seller (and/or as applicable, the NFPs) will Parent shall retain, discharge and Buyer will not assume pay any and all liabilities and obligations, direct or be responsible indirect, absolute or liable with respect to, any Liabilities of the Business that precede the Effective Time (except as specifically provided in subclause (vii) of this Section 1.4(b)), whether or not arising out of or relating to the conduct of Seller or associated with or arising from any of the Acquired Assets, whether fixed or contingent or known or unknown (collectively, the “Retained Liabilities”), including, without limitation, the followingcontingent: (i) Liabilities relating to any Excluded Asset irrespective of whether such liability relates to arising before the period before or after Closing; (ii) Liabilities of Seller that constitute trade payables; (iii) Liabilities of Seller or the NFPs arising under Effective Time, or relating to any Assumed Contract to the extent such Liabilities relate to periods prior to the Effective Time or arise from any breach or default by Seller or the NFPs under any Assumed Contract that occurs prior to the Effective Time or that arises out of or relates to events or circumstances that occur or exist time prior to the Effective Time, including in connection with the Seller Burial Resolutions (as defined in Section 5.22 below); (iv) Liabilities of Seller ownership or the NFPs arising under or relating to any Contract other than an Assumed Contract; (v) Liabilities with respect to (A) any Employee Plan maintained, sponsored, contributed to or participated in by Seller or the NFPs for the benefit of or relating to any current or former employee operation of the Business or the Transferred Assets, including (“Seller Employee Plan”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 amendment Effective Time and (y) any and all Chargebacks and Credit Losses in respect of any Assigned Merchant Agreement that relate to or the termination arise out of any Seller Employee Plantransactions, events, acts or (B) any person at any time employed by Seller omissions of Seller, GCS, Parent or the NFPs (including, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and any such person’s spouse, children, other dependents or beneficiaries, with respect to any such person’s employment or termination of employment by Seller or the NFPs, including, without limitation, claims arising under health, medical, dental, disability a Merchant or other benefit plan for products, supplies or services provided or rendered third party which occurred prior to the Effective Time; (viii) Seller’s in respect of any other claims, Liabilities or the NFPs’ deferred sales commissions; (vii) Liabilities of Seller or the NFPs, based in whole or in part on violations of, or failure Litigation with respect to comply with, Law or environmental conditions occurring or existing prior to the Closing and arising out of or relating to Environmental Requirements, except to the extent that such Liabilities are identified in the Environmental Reports. (viii) Except as otherwise specifically provided in this Agreement, all Liabilities of Seller or the NFPs for any Tax for (A) operations 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 the Business Transferred Assets relate to or arise out of events, transactions or actions or omissions prior to the Effective Time; or (Biii) Pre-Closing Tax Periods and Straddle Tax Periods for the NFPs arising out of or related to the extent specified 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 of any employee benefit plans, arrangements, commitments or 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 5.12; (C) the transfer 8.1(k). 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 Acquired Assets; and Closing Date, the Effective Time or the Designated Employee Transfer Date, or which may arise as a result of termination of any group health plan or plans in existence in connection with the Business. (Cc) income earned by To the Pre-Need Trust Funds and the Endowment Care Funds (as each of these terms is defined in Section 5.4) prior to delivery thereof to Buyer’s Trustee pursuant to Section 5.5 below extent that, if required due to the extent such income sale of the Transferred Assets hereunder, adequate notice (1or pay and benefits) is not taxable provided by Seller, GCS or Parent under the Worker Adjustment and Retraining Notification Act, 29 U.S.C. §§2101-2109 (the "WARN Act"), or Seller, GCS and/or Parent otherwise fail to comply with the WARN Act, Parent, Seller and GCS agree to retain, and Buyer shall not assume or otherwise become responsible for, any liability arising under the 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 trusts as independent taxpayer entities, and (2) is withdrawn by state or local law for any Seller or otherwise distributed to any Seller (whether terminations of such withdrawal or distribution is made before or employment after hire by Buyer after the Effective Time); (ix) Liabilities of Seller or any of the NFPs arising out of or relating to any Proceeding to which Seller or any of the NFPs is a party on the date of this Agreement and relating to the Business or any of the matters referenced on Schedule 10 (“Retained Proceedings”); and (x) Liabilities arising out of the management of the Managed Businesses by Seller. It is intended that the Management Agreements shall govern the rights and duties between Seller and the Ohio NFPs and, after the Effective Time, between Buyer and the Ohio NFPs. Notwithstanding the foregoing, the terms of this Agreement shall control in the event of any conflict between this Agreement and any of the Management Agreements.

Retained Liabilities. Except as provided specifically set forth in Section 1.4(a) hereof1.3, Seller (and/or as applicable, the NFPs) will retain, and Buyer will not assume retains all liabilities directly or be responsible or liable with respect to, any Liabilities of the Business that precede the Effective Time (except as specifically provided in subclause (vii) of this Section 1.4(b)), whether or not indirectly arising out of or relating related to (i) the Retained Assets and (ii) the operation of the Laboratory on and prior to the conduct Closing Date, whether such liabilities are known or unknown, disclosed or undisclosed, matured or unmatured, accrued, absolute or contingent on and as of the Closing Date (the "Retained Liabilities"). Without limiting the generality of the preceding sentence, neither Buyer nor RCG shall assume or become liable for any obligations and liabilities of Seller or associated with or arising from any of the Acquired Assetsnot specifically described in Section 1.3, whether fixed or contingent or known or unknown (collectively, the “Retained Liabilities”), including, including without limitation, the following: (ia) Liabilities relating Any liability or obligation arising out of any employee benefit plan maintained by or covering employees of Seller or to which Seller has made any contribution or to which Seller could be subject to any Excluded Asset irrespective of whether such liability relates to the period before or after Closingliability; (iib) Liabilities Any losses, costs, expenses, damages, claims, demands and judgments of Seller that constitute trade payablesevery kind and nature related to, arising out of, or in connection with the Mississippi Bulk Transfer Act or any similar statute as enacted in any jurisdiction, domestic or foreign; (iiic) Liabilities Any liability or obligation arising out of any breach by Seller on or the NFPs arising under or relating to any Assumed Contract to the extent such Liabilities relate to periods prior to the Effective Time Closing Date of any provision of the Seller Agreements (as defined herein) or arise from any breach other contract to which Seller is a party; (d) Any liability of Seller with respect to any claim or default cause of action, regardless of when made or asserted, which arises (i) out of or in connection with the business and operations of Seller on or prior to the Closing, (ii) with respect to any product purchased or manufactured or any service provided by Seller on or prior to the Closing Date, including without limitation, any liability or obligation (A) pursuant to any express or implied representation, warranty, agreement, or guarantee made by Seller or the NFPs under (B) imposed or asserted to be imposed by operation of law, in connection with any Assumed Contract that occurs service performed or product designed, manufactured, sold, or leased by or on behalf of Seller on or prior to the Effective Time Closing Date, including without limitation, any claim related to any product delivered in connection with the performance of such service and any claims seeking to recover for consequential damage, lost revenue, or that arises income, including pursuant to any doctrine of product liability, or (iii) out of or relates to events in connection with the Laboratory and operations of Seller on or circumstances that occur or exist prior to the Effective TimeClosing Date under any federal, including the Seller Burial Resolutions (as defined in Section 5.22 below); (iv) Liabilities of Seller state, or the NFPs arising under local law, rule, or regulation relating to any Contract other than an Assumed Contract; (v) Liabilities with respect to (A) any Employee Plan maintainedenvironmental protection or clean-up, sponsored, contributed to or participated in by Seller or the NFPs for the benefit of or relating to any current or former employee of the Business (“Seller Employee Plan”B) and the amendment to or the termination of any Seller Employee Plantaxation, or (BC) any person at any time employed by Seller or the NFPs (including, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and any such person’s spouse, children, other dependents or beneficiaries, with respect to any such person’s employment or termination of employment by employment; (e) Any liability or obligation, arising prior to or as a result of the Acquisition, to any employee, agent, or independent contractor of Seller (excluding employees, agents or the NFPs, including, without limitation, claims arising under health, medical, dental, disability independent contractors of Buyer or other benefit plan for products, supplies or services provided or rendered RCG prior to the Effective TimeClosing), whether or not employed by Buyer or RCG after the Closing, or under any benefit arrangement with respect thereto; (vif) Seller’s or the NFPs’ deferred sales commissions; (vii) Liabilities Any liability of Seller existing on or the NFPs, based in whole or in part on violations of, or failure to comply with, Law or environmental conditions occurring or existing prior to the Closing Date, including any liability related to any matter described on the Schedules hereto; (g) Any liability or obligation for federal, state, county, local, foreign and arising out other taxes, assessments, charges, fees, and impositions, including interest and penalties thereon or with respect thereto, whether disputed or not ("Taxes"), including any liabilities or obligations of or Seller relating to Environmental Requirementssales and use, except to the extent that such Liabilities are identified in the Environmental Reports. (viii) Except as otherwise specifically provided in this Agreementtransfer, all Liabilities of Seller documentary, income or the NFPs for any Tax for (A) operations of the Business prior to the Effective Time; (B) Pre-Closing Tax Periods and Straddle Tax Periods for the NFPs to the extent specified in Section 5.12; (C) other Taxes levied on the transfer of the Acquired Rights and Assets; and (C) income earned by the Pre-Need Trust Funds and the Endowment Care Funds (as each of these terms is defined in Section 5.4) prior to delivery thereof to Buyer’s Trustee pursuant to Section 5.5 below to the extent such income (1) is not taxable to the applicable trusts as independent taxpayer entities, and (2) is withdrawn by or for any Seller or otherwise distributed to any Seller (whether such withdrawal or distribution is made before or after the Effective Time); (ixh) Liabilities of Any liability for any overbillings made by Seller or any of the NFPs arising out of or relating to any Proceeding to which overpayments received by Seller or any of the NFPs is a party on the date of this Agreement and relating to the Business Laboratory under any Medicare or any other government or private payor arrangement in respect of services provided on or prior to the matters referenced on Schedule 10 (“Retained Proceedings”)Closing Date; and (xi) Liabilities arising out All wages, commissions, vacation, holiday and workers' compensation pay obligations of Seller with respect to its respective employees accrued through the Effective Date and all bonuses and fringe benefits as to such employees accrued through the Effective Date, and all severance pay obligations of Seller to employees resulting from Seller's consummation of the management of the Managed Businesses transactions contemplated by Seller. It is intended that the Management Agreements shall govern the rights and duties between Seller and the Ohio NFPs and, after the Effective Time, between Buyer and the Ohio NFPs. Notwithstanding the foregoing, the terms of this Agreement shall control in the event of any conflict between this Agreement and any of the Management AgreementsAgreement.

Retained Liabilities. Except as provided in Section 1.4(a1.5(a) hereof, Seller (and/or as applicable, the NFPs) Sellers will retain, and Buyer will not assume or be responsible or liable with respect to, any Liabilities of the Business that precede the Effective Time (except as specifically provided in subclause (vii) of this Section 1.4(b1.5(b)), whether or not arising out of or relating to the conduct of Seller the Sellers or associated with or arising from any of the Acquired Assets, whether fixed or contingent or known or unknown (collectively, the “Retained Liabilities”), including, without limitation, the following: (i) Liabilities relating to any Excluded Asset irrespective of whether such liability relates to the period before or after ClosingAsset; (ii) Liabilities of Seller Sellers that constitute trade payables; (iii) Liabilities of Seller or the NFPs Sellers arising under or relating to any Assumed Contract to the extent such Liabilities relate to periods prior to the Effective Time or arise from any breach or default by any Seller (or the NFPs any of its Affiliates) under any Assumed Contract that occurs prior to the Effective Time or that arises out of or relates to events or circumstances that occur or exist prior to the Effective Time, including the Seller Burial Resolutions (as defined in Section 5.22 below); (iv) Liabilities of Seller or the NFPs Sellers arising under or relating to any Contract other than an Assumed Contract; (v) Liabilities with respect to (A) any Employee Plan maintained, sponsored, contributed to or participated in by Seller Sellers or the NFPs any Affiliate of Sellers for the benefit of or relating to any current or former employee of the Business (“Seller Employee Plan”) and the amendment to or the termination of any Seller Employee Plan, or (B) any person at any time employed by Seller Sellers or the NFPs any Affiliate of Sellers (including, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and any such person’s spouse, children, other dependents or beneficiaries, with respect to any such person’s employment or termination of employment by Seller Sellers or the NFPs, any Affiliate of Sellers including, without limitation, claims arising under health, medical, dental, disability or other benefit plan for products, supplies or services provided or rendered prior to the Effective Time; (vi) Seller’s or the NFPsSellers’ deferred sales commissions; (vii) Liabilities of Seller or the NFPsSellers, based in whole or in part on violations of, or failure to comply with, of Law or environmental conditions occurring or existing prior to the Closing and arising out of or relating to Environmental Requirements, except to the extent that such Liabilities are identified in the Environmental Reports.; provided that the Sellers shall remain liable for the environmental Liabilities identified on Exhibit D until Sellers or Buyers at Sellers’ expense have remediated, to the extent required by existing governmental standards, such environmental Liabilities as noted on Exhibit D; (viii) Except as otherwise specifically provided in this Agreement, all Liabilities of Seller or the NFPs Sellers for any Tax for (A) operations of the Business prior to the Effective Time; (B) Pre-Closing Tax Periods and Straddle Tax Periods for the NFPs to the extent specified in Section 5.12; (C) the transfer of the Acquired Assets; and (C) income earned by the Pre-Need Trust Funds and the Endowment Care Funds (as each of these terms is defined in Section 5.4) prior to delivery thereof to Buyer’s Trustee pursuant to Section 5.5 below to the extent such income (1) is not taxable to the applicable trusts as independent taxpayer entities, and (2) is withdrawn by or for any Seller or otherwise distributed to any Seller (whether such withdrawal or distribution is made before or after the Effective Time);; and (ix) Liabilities of Seller or any of the NFPs Sellers arising out of or relating to any Proceeding to which any Seller or any of the NFPs is a party on the date of this Agreement and relating to the Business or any of the matters referenced on Schedule 10 (“Retained Proceedings”1.5(b)(ix); and (x) Liabilities arising out of the management of the Managed Businesses by Seller. It is intended that the Management Agreements shall govern the rights and duties between Seller and the Ohio NFPs and, after the Effective Time, between Buyer and the Ohio NFPs. Notwithstanding the foregoing, the terms of this Agreement shall control in the event of any conflict between this Agreement and any of the Management Agreements.

Retained Liabilities. (a) Except as provided specifically described in Section 1.4(a) hereofthis Agreement, it is expressly understood by all of the Parties hereto that the Purchaser shall not assume any liabilities or obligations of Seller. Seller (and/or as applicable, the NFPs) will shall retain, pay and Buyer will not assume complete responsibility for any and all claims, liabilities and obligations of any kind, description or be responsible nature, whether accrued, fixed, contingent, known or liable with respect tounknown, any Liabilities or otherwise, relating to the operation of the Business that precede Seller’s Facility prior to the Effective Time (except as specifically provided in subclause (vii) of this Section 1.4(b)), whether or not arising out of or relating to on the conduct of Seller or associated with or arising from any of the Acquired Assets, whether fixed or contingent or known or unknown (collectively, the “Retained Liabilities”)Closing Date, including, without limitation, the following: management services agreements, medical director agreements, material contracts, trade accounts, accounts payable, bank debt and other debt, Taxes (ias defined below in Section 6.14) Liabilities and any ▇▇▇▇▇▇▇▇, claims or costs relating to any Excluded Asset irrespective of whether such liability relates to the period before or after Closing; (ii) Liabilities of Seller that constitute trade payables; (iii) Liabilities of Seller or the NFPs arising under or relating to any Assumed Contract to the extent such Liabilities relate to periods prior to services provided by Seller’s Facility through the Effective Time or arise on the Closing Date (collectively the “Liabilities”). (b) Notwithstanding the provisions of Section 2.1(a), from any breach or default by Seller or the NFPs under any Assumed Contract that occurs prior to and after the Effective Time or on the Closing Date, and provided further that arises out of or relates the Consents, if any, required to events or circumstances that occur or exist prior be obtained by Seller from third parties to such Assumed Agreements have been obtained in accordance with this Agreement, Purchaser shall become obligated to perform the Effective Time, including the Seller Burial Resolutions (as defined in Section 5.22 below); (iv) Liabilities obligations of Seller or set forth in the NFPs arising under or relating to any Contract other than an Assumed Contract; (v) Liabilities with respect to (A) any Employee Plan maintainedAgreements, sponsored, contributed to or participated in by Seller or the NFPs for the benefit of or relating to any current or former employee of the Business (“Seller Employee Plan”) and the amendment to or the termination of any Seller Employee Plan, or (B) any person at any time employed by Seller or the NFPs (including, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and any such person’s spouse, children, other dependents or beneficiaries, with respect to any such person’s employment or termination of employment by Seller or the NFPs, including, without limitation, claims arising under health, medical, dental, disability or other benefit plan for products, supplies or services provided or rendered prior to the Effective Time; (vi) Seller’s or the NFPs’ deferred sales commissions; (vii) Liabilities of Seller or the NFPs, based in whole or in part on violations of, or failure to comply with, Law or environmental conditions occurring or existing prior to the Closing and arising out of or relating to Environmental Requirements, except but only to the extent that such Liabilities are identified in obligations (i) arise after the Environmental Reports. Effective Time on the Closing Date, (viiiii) Except as otherwise specifically provided in this Agreement, all Liabilities do not arise from or relate to any breach by the Seller of Seller or the NFPs for any Tax for (A) operations provisions of the Business Assumed Agreements on or prior to the Effective Time; Closing Date, (Biii) Pre-Closing Tax Periods and Straddle Tax Periods for the NFPs do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the extent specified Closing Date that, with notice or lapse of time, or both, would constitute or result in Section 5.12; (C) the transfer a breach of any of the Acquired Assets; and (C) income earned by the Pre-Need Trust Funds and the Endowment Care Funds (as each of these terms is defined in Section 5.4) prior to delivery thereof to Buyer’s Trustee pursuant to Section 5.5 below to the extent such income (1) is not taxable to the applicable trusts as independent taxpayer entitiesAssumed Agreements, and (2iv) is withdrawn by or shall not extend to the liability of any person under an Assumed Agreement except for any Seller or otherwise distributed to any the Seller (whether such withdrawal or distribution is made before or after the Effective Time); (ix) Liabilities of Seller or any of the NFPs arising out of or relating to any Proceeding to which Seller or any of the NFPs is a party on the date of this Agreement and relating to the Business or any of the matters referenced on Schedule 10 (“Retained ProceedingsAssumed Liabilities”); and (x) Liabilities arising out of the management of the Managed Businesses by Seller. It is intended that the Management Agreements shall govern the rights and duties between Seller and the Ohio NFPs and, after the Effective Time, between Buyer and the Ohio NFPs. Notwithstanding the foregoing, the terms of this Agreement shall control in the event of any conflict between this Agreement and any of the Management Agreements.

Retained Liabilities. Except as provided in under Section 1.4(a) hereof3.1, neither Purchaser nor Purchaser Sub assumes or agrees to pay, satisfy, discharge or perform, and will not be deemed by virtue of the execution and delivery of this Agreement or any Collateral Agreement or as a result of the consummation of the transactions contemplated herein and therein, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any Liability of Seller (and/or or any predecessor owner of all or part of its business and assets), or any of its Affiliates of whatever nature, known or unknown, contingent or otherwise, whether presently in existence or arising hereafter, all such Liabilities not being assumed being herein referred to as applicable, the NFPs) will retain, "Retained Liabilities". The Retained Liabilities shall be retained by and Buyer will not assume or be responsible or liable with respect to, any remain liabilities of Seller and the Retained Liabilities of for the Business that precede the Effective Time (except as specifically provided in subclause (vii) purposes of this Section 1.4(b)), whether or not arising out of or relating to the conduct of Seller or associated with or arising from any of the Acquired Assets, whether fixed or contingent or known or unknown (collectively, the “Retained Liabilities”), including, without limitation, Agreement shall include the following: (a) (i) expenditures that relate solely to the period prior to the Closing Date included on invoices received by Seller or Purchaser, and (ii) if, applicable, the Seller's Pro-rated Portion of any Straddle Period Expenses as provided in Section 3.1(d) above; (b) all Liabilities relating to in respect of the Transferred Assets or Software Business, including any Excluded Asset irrespective Software Products sold and any services performed by Seller or its Affiliates, that arise out of whether such liability relates or relate to the period before or after Closingthe Closing Date; (iic) Liabilities of Seller that constitute trade payables; (iii) Liabilities any Indebtedness of Seller or the NFPs arising under any of its Affiliates (whether or not relating to any Assumed Contract to the extent such Liabilities relate to periods prior to the Effective Time or arise from any breach or default by Seller or the NFPs under any Assumed Contract that occurs prior to the Effective Time or that arises out of or relates to events or circumstances that occur or exist prior to the Effective Time, including the Seller Burial Resolutions (as defined in Section 5.22 belowSoftware Business); (ivd) Liabilities any Liability between Seller and any Affiliate of Seller or the NFPs arising under or relating to any Contract other than an Assumed ContractSeller; (ve) except to the extent expressly provided in Section 8.6(c) or Section 8.6(d), any Employment Costs and Liabilities with respect that arise out of or relate to the period prior to the Closing Date, including any Liabilities incurred as a result of the execution and performance of this Agreement by Seller; (Af) any Employee Plan maintained, sponsored, contributed to or participated in by Liability for any Taxes of Seller or the NFPs for the benefit of or relating to any current or former employee of the Business (“Seller Employee Plan”) and the amendment to or the termination of any Seller Employee Plan, or (B) any person at any time employed by Seller or the NFPs (including, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), whether or not related to the Software Business, the Transferred Assets, or the sale of the Transferred Assets to Purchaser, and arising before or on the Closing Date; (g) all Liabilities arising out of, under or in connection with any such person’s spouse, children, other dependents or beneficiariesExcluded Contracts and, with respect to any such person’s employment Assigned Contracts, Liabilities in respect of a breach by or termination default of employment by Seller or its Affiliates accruing under the NFPs, including, without limitation, claims arising under health, medical, dental, disability or other benefit plan for products, supplies or services provided or rendered prior Assigned Contracts with respect to any period before the Effective TimeClosing Date; (vih) Seller’s all Liabilities in respect of any pending or threatened Claims arising out of, relating to or otherwise in respect of (i) the Transferred Assets or the NFPs’ deferred sales commissions; (vii) Liabilities of Seller Software Business to the extent such Claim relates to any periods occurring on or the NFPs, based in whole or in part on violations of, or failure to comply with, Law or environmental conditions occurring or existing prior to the Closing and arising out of or relating to Environmental Requirements, except to the extent that such Liabilities are identified in the Environmental Reports. (viii) Except as otherwise specifically provided in this Agreement, all Liabilities of Seller or the NFPs for any Tax for (A) operations of the Business prior to the Effective Time; (B) Pre-Closing Tax Periods and Straddle Tax Periods for the NFPs to the extent specified in Section 5.12; (C) the transfer of the Acquired Assets; Date and (Cii) income earned by the Pre-Need Trust Funds and the Endowment Care Funds (as each of these terms is defined in Section 5.4) prior to delivery thereof to Buyer’s Trustee pursuant to Section 5.5 below to the extent such income (1) is not taxable to the applicable trusts as independent taxpayer entities, and (2) is withdrawn by or for any Seller or otherwise distributed to any Seller (whether such withdrawal or distribution is made before or after the Effective Time)Excluded Assets; (ixi) Liabilities of Seller or any of the NFPs arising out of or relating to any Proceeding to which Seller or any of the NFPs is a party on the date of this Agreement and relating Liability with respect to the Business or any of the matters referenced on Schedule 10 (“Retained Proceedings”)Excluded Assets; and (xj) all Liabilities arising out of the management of the Managed Businesses relating to amounts required to be paid by Seller. It is intended that the Management Agreements shall govern the rights and duties between Seller and the Ohio NFPs and, after the Effective Time, between Buyer and the Ohio NFPs. Notwithstanding the foregoing, the terms of this Agreement shall control in the event of any conflict between this Agreement and any of the Management Agreementshereunder.

Retained Liabilities. Except as provided Notwithstanding anything in Section 1.4(a) hereof, Seller (and/or as applicablethis Agreement to the contrary, the NFPs) Buyer is not assuming (and the Seller will retainsatisfy and perform when due, and, on the terms and subject to the conditions of Section 8, will hold the Buyer will not assume or be responsible or liable harmless with respect to) any and all liabilities or obligations of the Seller other than the Assumed Liabilities specifically identified in Section 1.4 (the “Retained Liabilities”). The Retained Liabilities include: (a) other than the obligation of the Buyer to pay 50% of any Transfer Taxes pursuant to Section 2.3 hereof, any Liabilities obligation or liability for Taxes (as defined in Section 3.11 hereof, including deferred tax liabilities) arising as a result of the Seller’s operation of the Business or ownership of the Acquired Assets on or prior to the Closing Date, and any deferred Taxes of any nature; (b) any liability or obligation of the Seller for or in respect of any loan or indebtedness; (c) any liability or obligation of the Seller for or in respect of any loan from, or other indebtedness owed to, any stockholder; (d) any liability of the Seller to indemnify any person by reason of the fact that precede such person was a director, officer, employee, stockholder or agent of the Effective Time Seller or was serving at the request of the Seller as a partner, trustee, director, officer, employee, or agent of another entity; (except e) any liability or obligation of the Seller arising as specifically provided a result of or out of any claim, any legal or equitable action, legal proceeding, arbitration or investigation pertaining to or relating in subclause any way to (viii) the Seller that was initiated at any time prior to the Closing Date, (ii) the Seller that is commenced after the Closing Date to the extent, and only to the extent, that it arises out of or relates to an occurrence or event happening prior to the Closing Date, or (iii) the Seller that was initiated at any time if it does not pertain directly to an Acquired Asset or an Assumed Liability. (f) any liability or obligation of the Seller arising under or incurred in connection with the making or performance of this Section 1.4(b))Agreement, whether or not any of the other agreements contemplated hereby; (g) any liability of the Seller arising out of products liability or warranty claims arising out of services rendered or products sold by the Seller prior to the Closing Date; (h) any liability of the Seller arising out of any employee welfare plan, employee profit sharing plan or employee benefit plan established or maintained by the Seller or to which the Seller contributes or any liability arising out of or relating to the conduct termination of Seller or associated with or arising from any of the Acquired Assets, whether fixed or contingent or known or unknown (collectively, the “Retained Liabilities”), including, without limitation, the following:such plan; (i) Liabilities relating to any Excluded Asset irrespective of whether such and all liability relates to the period before under The Worker Adjustment and Retraining Notification Act (“WARN”) or after Closing; (ii) Liabilities of Seller that constitute trade payables; (iii) Liabilities of Seller under any state law concerning layoffs or the NFPs arising under closing or relating to any Assumed Contract to the extent such Liabilities relate to periods prior to the Effective Time or arise from any breach or default by Seller relocation of worksites or the NFPs under any Assumed Contract that occurs prior to the Effective Time or that like which arises out of or relates results from any termination of employment by Seller on or before the Closing Date; (j) any liability or obligation of the Seller 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 Seller of employees or other labor claims) to events employees of the Seller or circumstances that occur in respect of payroll taxes for employees of the Seller, including any liabilities or exist prior obligations of the Seller arising under or with respect to the Effective Time, including Consolidated Omnibus Budget Reconciliation Act of 1985; (k) any liability or obligation of the Seller Burial Resolutions under or with respect to any lease, contract, arrangement or commitment (as defined in Section 5.22 belowother than such liabilities or obligations under the Acquired Contracts); (iv1) Liabilities any liability or obligation of the Seller arising out of or the NFPs arising under 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 any such law, statute, ordinance, rule, regulation, order, determination, judgment or directive relating to any Contract other than an Assumed Contractoccupational health and safety or pollution or protection of the environment (“Environmental Law”); (vm) Liabilities any liability of the Seller in respect of losses incurred (i) to comply with respect any Environmental Law; (ii) as a result of any actual, threatened or alleged spilling, leaking, pumping, pouring, emitting, dispersing, emptying, discharging, injecting, escaping, leaching, dumping, or disposing (“Release”) of any chemical substance, including but not limited to any (A) pollutant, contaminant, irritant, chemical, raw material, intermediate, product, by-product, slag, construction debris; (B) industrial, solid, liquid or gaseous toxic or hazardous substance, material or waste, (C) petroleum or any Employee Plan maintainedfraction thereof; (D) asbestos or asbestos-containing material; (E) polychlorinated biphenyl; (F) chlorofluorocarbons; (G) toxic mold and (H) other substance, sponsoredmaterial or waste, contributed to which is identified or participated regulated under any Environmental Law, as now and hereinafter in effect, or other comparable laws (“Chemical Substance”); or, (iii) as a result of any environmental conditions present at, created by or arising out of the operations of the Seller or of any prior owner or operator of a facility or site at which the NFPs for the benefit Seller operated, arising out of any condition which constitutes a violation of or relating gives rise to a duty to investigate or remediate under any current Environmental Law which is occurring or former employee occurred on any real property regardless of whether the Business Seller has any ownership or leasehold interest in such property on the Closing Date, and without limit as to knowledge or amount, including any liability to remediate any Chemical Substance: (“x) generated, used, stored, disposed of or Released at any property or facility owned or leased by the Seller Employee Plan”or its affiliates, (y) and Released from or in connection with any property or facility owned or leased by the amendment to Seller or the termination of any Seller Employee Planits affiliates, or (Bz) generated, used, stored, disposed of or Released in connection with the Seller’s operations; or (n) liabilities which are undisclosed or contingent or which relate to or arise from the Seller’s pre-Closing breach of contract or violation of any person at any time employed by Seller or the NFPs Applicable Law (includingas defined below). For purposes of this Agreement, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and any such person’s spouse, children, other dependents or beneficiaries“Applicable Law” means, with respect to any such person’s employment or termination of employment by Seller or the NFPs, including, without limitation, claims arising under health, medical, dental, disability or other benefit plan for products, supplies or services provided or rendered prior party to the Effective Time; (vi) Seller’s or the NFPs’ deferred sales commissions; (vii) Liabilities of Seller or the NFPs, based in whole or in part on violations of, or failure to comply with, Law or environmental conditions occurring or existing prior to the Closing and arising out of or relating to Environmental Requirements, except to the extent that such Liabilities are identified in the Environmental Reports. (viii) Except as otherwise specifically provided in this Agreement, all Liabilities of Seller domestic or the NFPs for any Tax for (A) operations of the Business prior to the Effective Time; (B) Pre-Closing Tax Periods and Straddle Tax Periods for the NFPs to the extent specified in Section 5.12; (C) the transfer of the Acquired Assets; and (C) income earned by the Pre-Need Trust Funds and the Endowment Care Funds (as each of these terms is defined in Section 5.4) prior to delivery thereof to Buyer’s Trustee pursuant to Section 5.5 below to the extent such income (1) is not taxable to the applicable trusts as independent taxpayer entitiesforeign federal, and (2) is withdrawn by state or for any Seller local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree, policy, guideline or otherwise distributed to any Seller other legal requirement (whether legislatively, judicially, or administratively promulgated) applicable to such withdrawal party or distribution is made before its affiliates, properties, assets, officers, directors, employees or after the Effective Time); (ix) Liabilities of Seller or any of the NFPs arising out of or relating to any Proceeding to which Seller or any of the NFPs is a party on the date of this Agreement and relating to the Business or any of the matters referenced on Schedule 10 (“Retained Proceedings”); and (x) Liabilities arising out of the management of the Managed Businesses by Seller. It is intended that the Management Agreements shall govern the rights and duties between Seller and the Ohio NFPs and, after the Effective Time, between Buyer and the Ohio NFPs. Notwithstanding the foregoing, the terms of this Agreement shall control in the event of any conflict between this Agreement and any of the Management Agreementsagents.

Retained Liabilities. Except as provided specifically set forth in Section 1.4(a) hereof1.7, Seller (and/or as applicable, the NFPs) will retain, and Buyer will not assume Sellers retain all Liabilities directly or be responsible or liable with respect to, any Liabilities of the Business that precede the Effective Time (except as specifically provided in subclause (vii) of this Section 1.4(b)), whether or not indirectly arising out of or relating related to the conduct of Seller or associated with or arising from any operation of the Acquired AssetsBusiness prior to the Effective Time, whether fixed such Liabilities are known or unknown, disclosed or undisclosed, matured or unmatured, accrued, absolute or contingent or known or unknown on and as of the Effective Time (collectively, the “Retained Liabilities”). Without limiting the generality of the preceding sentence, includingPurchasers 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: (ia) 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 any Excluded Asset irrespective or arising out of whether such liability relates to the period before or after ClosingLifeline Health Claims; (iib) Liabilities Any Liability related to, arising out of, or in connection with the parties’ waiver of Seller that constitute trade payablescompliance with the bulk transfer provisions of the Uniform Commercial Code, or any similar statute as enacted in any jurisdiction, domestic or foreign (if applicable); (iiic) Liabilities Any Liability or obligation arising out of Seller or the NFPs arising under or relating to any Assumed Contract to the extent such Liabilities relate to periods breach by Sellers prior to the Effective Time of any provision of the Sellers Agreements or arise from any breach other contract to which any Seller is a party; (d) Any Liability of Sellers with respect to any claim or default by Seller cause of action, regardless of when made or asserted, which arises (i) out of or in connection with the NFPs under any Assumed Contract that occurs business and operations of Sellers (including without limitation the Business) prior to the Effective Time Time, (ii) with respect to any goods or that arises out of or relates to events or circumstances that occur or exist services provided by Sellers prior to the Effective Time, including the Seller Burial Resolutions (as defined in Section 5.22 below); (iv) Liabilities of Seller without limitation, any Liability or the NFPs arising under or relating to any Contract other than an Assumed Contract; (v) Liabilities with respect to obligation (A) any Employee Plan maintained, sponsored, contributed to or participated in by Seller or the NFPs for the benefit of or relating pursuant to any current express or former employee of the Business (“Seller Employee Plan”) and the amendment to implied representation, warranty, agreement, or the termination of any Seller Employee Plan, guarantee made by Sellers or (B) imposed or asserted to be imposed by operation of law, in connection with any person at any time employed service performed or product designed, manufactured, sold, or leased by Seller or the NFPs (including, without limitation, any such person who fails to accept an offer on behalf of employment by Buyer or any of its Affiliates), and any such person’s spouse, children, other dependents or beneficiaries, with respect to any such person’s employment or termination of employment by Seller or the NFPs, including, without limitation, claims arising under health, medical, dental, disability or other benefit plan for products, supplies or services provided or rendered Sellers prior to the Effective Time, including without limitation, any claim related to any product delivered in connection with the performance of such service and any claims seeking to recover for consequential damage, lost revenue, or income, including pursuant to any doctrine of product liability, or (iii) out of or in connection with the business and operations of Sellers (including without limitation the Business) prior to the Effective Time under any Law; (vie) Seller’s Any Liability or obligation, arising prior to the NFPs’ deferred sales commissionsEffective 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; (viif) 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 of Seller or the NFPs, based in whole or in part on violations of, or failure to comply with, Law or environmental conditions occurring or existing prior to the Closing and arising out of the Corporate Integrity Agreement; (g) Any Liability or relating to Environmental Requirementsobligation for Taxes, except whether disputed or not, existing at the Effective Time or as a result of the Acquisition or related to the extent that such Liabilities are identified in the Environmental Reports. (viii) Except as otherwise specifically provided in this Agreement, all Liabilities of Seller or the NFPs for any Tax for (A) operations operation of the Business prior to the Effective Time; (B) Pre-Closing Tax Periods and Straddle Tax Periods for the NFPs Time or related to the extent specified in Section 5.12; (C) the transfer of the Acquired Assets; and (C) income earned by the Pre-Need Trust Funds and the Endowment Care Funds (as each of these terms is defined in Section 5.4) Sellers’ other businesses prior to delivery thereof to Buyer’s Trustee pursuant to Section 5.5 below to the extent such income (1) is not taxable to the applicable trusts as independent taxpayer entities, and (2) is withdrawn by or for any Seller or otherwise distributed to any Seller (whether such withdrawal or distribution is made before or after the Effective Time, except with regard to any Liabilities or obligations relating to Transfer Taxes levied on the transfer of the Rights and Assets as provided in Section 5.14 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 Corporate Integrity Agreement and the ongoing audit by the Office of the Inspector General at the Department of Health and Human Services (the “OIG”) relating to certain billing matters (the “OIG Audit”); (ixi) Liabilities All wages, commissions, vacation, holiday, workers’ compensation and sick pay obligations of Seller Sellers with respect to their respective employees, agents or any independent contractors accrued through the Effective Time and all bonuses and fringe benefits as to such employees accrued through the Effective Time, and all severance pay obligations of Sellers to employees resulting from Sellers’ consummation of the NFPs transactions contemplated by this Agreement; and (j) Any and all Liabilities arising out of or relating to any Proceeding to which Seller or any in connection with the Redemption and the adequacy of the NFPs is a party on the date of this Agreement and relating to the Business or any of the matters referenced on Schedule 10 (“Retained Proceedings”consideration paid therefore in accordance with Section 1.2(a); and (x) Liabilities arising out of the management of the Managed Businesses by Seller. It is intended that the Management Agreements shall govern the rights and duties between Seller and the Ohio NFPs and, after the Effective Time, between Buyer and the Ohio NFPs. Notwithstanding the foregoing, the terms of this Agreement shall control in the event of any conflict between this Agreement and any of the Management Agreements.

Retained Liabilities. Except as provided Seller hereby acknowledges and agrees that all Liabilities of Seller other than the Assumed Liabilities (which, for the avoidance of doubt, shall include the matters covered in Section 1.4(a) hereof8.3(c), Seller (and/or as applicablecollectively, the NFPs“Retained Liabilities”) will retainshall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. Without limiting the foregoing, Retained Liabilities include the following Liabilities of Seller, to the extent not taken into account in determining Working Capital and to the extent not Assumed Liabilities: (i) any Liability arising out of or relating to products or services of Seller to the extent manufactured, sold or provided prior to the Effective Time other than to the extent assumed under Sections 2.4(a)(iii), (a)(iv), (a)(v), (a)(vi) or (a)(ix) or Schedule 2.4(a)(viii); (ii) any Liability under any Contract assumed by Buyer will not assume pursuant to Section 2.4(a)(a)(v), that either arose at or be responsible or liable with respect toprior to the Effective Time or, to the extent that such Liability is the result of a Breach that occurred prior to the Effective Time, arises after the Effective Time; (iii) any Liabilities Liability for Taxes, including (A) any Taxes arising as a result of Seller’s operation of the Business that precede or ownership of the Acquired Assets prior to the Effective Time Time, (except B) any Taxes that will arise as specifically provided in subclause a result of the sale of the Acquired Assets pursuant to this Agreement and (viiC) any deferred Taxes of this any nature; (iv) any Liability under any Contract not assumed by Buyer under Section 1.4(b)2.4(a), whether including any Liability arising out of or not relating to any Indebtedness or any security interest or Encumbrance related thereto; (v) any Environmental Liabilities arising out of or relating to the conduct operation of the Business prior to Closing or Seller’s leasing, ownership or operation of real property or the Facilities; (vi) any obligation or Liability under or that relates to the Company Benefit Plans or relating to payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits or any other employee plans or benefits of any kind for Seller’s current or former employees, officers, directors or other Persons; (vii) any Liability under any employment, severance, retention or termination agreement with any current or former employee of Seller or associated with or arising from any of the Acquired Assets, whether fixed or contingent or known or unknown (collectively, the “Retained Liabilities”), including, without limitation, the following: (i) Liabilities relating to any Excluded Asset irrespective of whether such liability relates to the period before or after Closingtheir Related Persons; (ii) Liabilities of Seller that constitute trade payables; (iii) Liabilities of Seller or the NFPs arising under or relating to any Assumed Contract to the extent such Liabilities relate to periods prior to the Effective Time or arise from any breach or default by Seller or the NFPs under any Assumed Contract that occurs prior to the Effective Time or that arises out of or relates to events or circumstances that occur or exist prior to the Effective Time, including the Seller Burial Resolutions (as defined in Section 5.22 below); (iv) Liabilities of Seller or the NFPs arising under or relating to any Contract other than an Assumed Contract; (v) Liabilities with respect to (Aviii) any Employee Plan maintained, sponsored, contributed to or participated in by Seller or the NFPs for the benefit Liability arising out of or relating to any current or former employee of the Business (“Seller Employee Plan”) and the amendment to or the termination of any Seller Employee Plan, or (B) any person at any time employed by Seller or the NFPs (including, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and any such person’s spouse, children, other dependents or beneficiaries, grievance with respect to an event or occurrence at or prior to the Effective Time whether or not the affected employees are hired by Buyer; (ix) any such person’s employment Liability to any Related Person of Seller; (x) any Liability to indemnify, reimburse or termination advance amounts to any current or former officer, director, employee or agent of employment by Seller; (xi) any Liability to distribute to any equity holders of Seller or otherwise apply all or any part of the NFPs, including, without limitation, claims consideration received hereunder; (xii) any Liability arising under health, medical, dental, disability out of any Proceeding by or other benefit plan for products, supplies against Seller whether pending as of or services provided or rendered prior to commenced after the Effective Time; (vixiii) Seller’s or the NFPs’ deferred sales commissions; (vii) Liabilities of Seller or the NFPs, based in whole or in part on violations of, or failure to comply with, Law or environmental conditions occurring or existing prior to the Closing and any Liability arising out of or relating to Environmental Requirementsresulting from Seller’s compliance or noncompliance with any Legal Requirement or Order of any Governmental Body, including without limitation any State or Federal motor vehicle safety law, standard, or regulation except to the extent that such Liabilities are identified in assumed under the Environmental Reports. (viii) Except as otherwise specifically provided in this Agreement, all Liabilities of Seller or the NFPs for any Tax for (A) operations of the Business prior to the Effective Time; (B) Pre-Closing Tax Periods and Straddle Tax Periods for the NFPs to the extent specified proviso in Section 5.12; (C) the transfer of the Acquired Assets; and (C) income earned by the Pre-Need Trust Funds and the Endowment Care Funds (as each of these terms is defined in Section 5.4) prior to delivery thereof to Buyer’s Trustee pursuant to Section 5.5 below to the extent such income (1) is not taxable to the applicable trusts as independent taxpayer entities, and (2) is withdrawn by or for any Seller or otherwise distributed to any Seller (whether such withdrawal or distribution is made before or after the Effective Time2.4(b)(i); (ixxiv) Liabilities any Liability of Seller under this Agreement or any of other document executed in connection with the NFPs Contemplated Transactions; (xv) all Liabilities, if any, arising out of or relating to any Proceeding prior acquisition or disposition by Seller or set forth on Schedule 2.4(b)(xv); (xvi) any Liability for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made, or alleged to which have been made, by any Person with Seller or any of the NFPs is a party its Related Persons (or any Person acting on the date behalf of this Agreement and relating to the Business or any of them) in connection with any of the matters referenced on Contemplated Transactions; (xvii) any Liability of Seller described in Schedule 10 (“Retained Proceedings”2.4(a)(a)(viii), except for any Liabilities assumed by Buyer set forth therein; and (xxviii) Liabilities any other Liability of Seller or its Related Persons arising out of the management of the Managed Businesses by Seller. It is intended that the Management Agreements shall govern the rights and duties between Seller and the Ohio NFPs and, after the Effective Time, between Buyer and the Ohio NFPs. Notwithstanding the foregoing, the terms of this Agreement shall control in the event of any conflict between this Agreement and any of the Management Agreements.

Retained Liabilities. Except as provided in Section 1.4(a) hereofAt Closing, Seller shall retain all Liabilities for (and/or as applicablei) the payment of any amounts due and payable or accrued but not yet due or payable prior to the Closing Date under the Tenant Leases, Contracts, Trade Payables and Licenses and Permits, except to the NFPsextent Purchaser has received a credit for such Liabilities under Section 11.2, (ii) will retainthe payment of all Taxes due and payable or accrued but not yet due or payable prior to the Closing, and Buyer will not assume or be responsible or liable except to the extent Purchaser has received a credit for such Taxes under Section 11.2, (iii) with respect to, any Liabilities of the Business that precede the Effective Time (except as specifically provided in subclause (vii) of this Section 1.4(b)), whether or not arising out of or relating to the conduct employment of Seller any Employees to the extent arising or associated with accruing or arising from earned prior to the Closing, including the payment of any Compensation, bonus or incentive compensation, or Earned Vacation due to such Employees, (iv) any lien, encumbrance, liability or obligation of the Acquired Assetsany nature whatsoever, whether fixed or contingent contingent, recorded or unrecorded, known or unknown unknown, with respect to the Hotel (collectivelyto the extent accrued as of the Closing whether known to have existed by Seller at the Closing or otherwise, including, without limitation, any and all obligations and liabilities that are known to Seller as of the Closing or become known to Seller after the Closing for acts or omissions (including, without limitation, personal injury or property damage or breach of contract) the events giving rise to which occurred prior to the Closing (whether known to have existed at the Closing or otherwise), but subject to Section 15.8, and (v) any claim for personal injury or property damage to a Person (other than any Purchaser Indemnitee in connection with any matter for which Purchaser is to indemnify Seller Indemnitees pursuant to Section 4.1.5) which injury or damage occurred prior to Closing and is based on any event which occurred at the Property during the period of Seller’s ownership of the Property, including, without limitation, any litigation disclosed on Schedule 2.4 (the “Retained Liabilities”), including, without limitation, the following: (i) Liabilities relating to any Excluded Asset irrespective of whether such liability relates to the period before or after Closing; (ii) Liabilities of Seller that constitute trade payables; (iii) Liabilities of Seller or the NFPs arising under or relating to any Assumed Contract to the extent such Liabilities relate to periods prior to the Effective Time or arise from any breach or default by Seller or the NFPs under any Assumed Contract that occurs prior to the Effective Time or that arises out of or relates to events or circumstances that occur or exist prior to the Effective Time, including the Seller Burial Resolutions (as defined in Section 5.22 below); (iv) Liabilities of Seller or the NFPs arising under or relating to any Contract other than an Assumed Contract; (v) Liabilities with respect to (A) any Employee Plan maintained, sponsored, contributed to or participated in by Seller or the NFPs for the benefit of or relating to any current or former employee of the Business (“Seller Employee Plan”) and the amendment to or the termination of any Seller Employee Plan, or (B) any person at any time employed by Seller or the NFPs (including, without limitation, any such person who fails to accept an offer of employment by Buyer or any of its Affiliates), and any such person’s spouse, children, other dependents or beneficiaries, with respect to any such person’s employment or termination of employment by Seller or the NFPs, including, without limitation, claims arising under health, medical, dental, disability or other benefit plan for products, supplies or services provided or rendered prior to the Effective Time; (vi) Seller’s or the NFPs’ deferred sales commissions; (vii) Liabilities of Seller or the NFPs, based in whole or in part on violations of, or failure to comply with, Law or environmental conditions occurring or existing prior to the Closing and arising out of or relating to Environmental Requirements, except to the extent that such Liabilities are identified in the Environmental Reports. (viii) Except as otherwise specifically provided in this Agreement, all Liabilities of Seller or the NFPs for any Tax for (A) operations of the Business prior to the Effective Time; (B) Pre-Closing Tax Periods and Straddle Tax Periods for the NFPs to the extent specified in Section 5.12; (C) the transfer of the Acquired Assets; and (C) income earned by the Pre-Need Trust Funds and the Endowment Care Funds (as each of these terms is defined in Section 5.4) prior to delivery thereof to Buyer’s Trustee pursuant to Section 5.5 below to the extent such income (1) is not taxable to the applicable trusts as independent taxpayer entities, and (2) is withdrawn by or for any Seller or otherwise distributed to any Seller (whether such withdrawal or distribution is made before or after the Effective Time); (ix) Liabilities of Seller or any of the NFPs arising out of or relating to any Proceeding to which Seller or any of the NFPs is a party on the date of this Agreement and relating to the Business or any of the matters referenced on Schedule 10 (“Retained Proceedings”); and (x) Liabilities arising out of the management of the Managed Businesses by Seller. It is intended that the Management Agreements shall govern the The Parties rights and duties between Seller and obligations under this Section 2.4 shall survive the Ohio NFPs and, after the Effective Time, between Buyer and the Ohio NFPs. Notwithstanding the foregoing, the terms of this Agreement shall control in the event of any conflict between this Agreement and any of the Management AgreementsClosing.