Common use of Retained Liabilities Clause in Contracts

Retained Liabilities. Except for the Assumed Liabilities and Purchaser’s pro rata portion of any Shared Liabilities (as hereinafter defined), it is expressly understood and agreed that Purchaser shall not assume or have any responsibility with respect to any Liability of the Seller, regardless of the nature thereof, including any Liabilities arising from or in connection with, or attributable or related to, the Seller’s operation of the Business or the Seller’s ownership, lease or use of the Acquired Assets, including (i) any such Liability arising from events, facts or circumstances occurring on or prior to the Closing Date, (ii) any such Liability arising out of the employment, terms or conditions of employment, or termination of employment of any Person, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”.

Retained Liabilities. Except Seller shall retain full responsibility for the Assumed Liabilities and Purchaser’s pro rata portion of any Shared Liabilities (other than Environmental Liabilities, which shall, except as hereinafter defined), it is expressly understood and agreed that Purchaser shall not assume or have any responsibility provided in Sections 2.4(b)(ii)(C) with respect to asbestos claims, 6.1(i), 8.1(a) and 8.1(b), solely be governed by the Environmental Responsibilities Addendum) attributable to the ownership, operation, maintenance, improvement, use or closure of all or any Liability portion of the SellerAssets or any product produced therefrom or thereby on, or prior to, the Closing Date (the “Pre-Closing Retained Liabilities”), provided that any claim made against Seller under this Section 2.4(b) in respect of Pre-Closing Retained Liabilities shall be void unless such claim is a Third Party Action and shall have been brought within one (1) year after the Closing Date. In addition, Seller shall retain full responsibility (regardless of the nature thereof, including timing of any related claim) for the following Liabilities arising from or in connection with, or attributable or related to, the Seller’s operation of the Business or the Seller’s ownership, lease or use of the Acquired Assets, including (“Permanently Retained Liabilities”): (i) any such Liability Third Party Actions (which shall include employees of Seller relating to periods on or prior to the Closing) that have been brought as of the Closing Date, or within one (1) year after the Closing Date with respect to Pre-Closing Retained Liabilities; and (ii) all Liabilities arising out of, based on, relating to or associated with (A) any indebtedness, indenture, mortgage, loan, credit agreement, sale leaseback, or guaranty of any of the foregoing, or security agreement, bond, letter of credit, pledge or similar financial agreement of Seller or any of its Affiliates, (B) any employee benefit, defined benefit or compensation plan, program, agreement or arrangement sponsored, maintained or contributed to by Seller or any of its ERISA Affiliates, or to which Seller or any of its ERISA Affiliates was obligated to contribute at any time prior to the Closing, (C) any employee, former employee, independent contractor or consultant of or to Seller or any of its Affiliates associated with any existing or future asbestos claims or any labor or employment practice, act or omission or other practice, act or omission arising from events, facts or circumstances occurring relating to an employment or statutory employment relationship to the extent relating to periods on or prior to the Closing Date, (iiD) any such Liability arising out of the employment, terms or conditions of employment, or termination of employment of any Person, or the failure collective bargaining agreement to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance which Seller or any other employee of its Affiliates is a party or employee benefit Liabilities, withdrawal Liability, Liability is bound on or prior to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expenseClosing Date, (iiiE) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business all Seller Taxes and (vF) any such Liability pursuant to Environmental, Health, Seller’s Closing Costs. Pre-Closing Retained Liabilities and Safety Laws. Purchaser Permanently Retained Liabilities shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall hereinafter sometimes collectively be referred to herein collectively as the “Retained Liabilities.”.

Retained Liabilities. Except for the Assumed Liabilities and Purchaser’s pro rata portion of any Shared Liabilities (as hereinafter defined), it is expressly understood and agreed that Purchaser Buyer shall not assume be obligated to pay, perform or have abide by, and Seller shall retain exclusive responsibility for, any responsibility with respect to any Liability liabilities, debts, obligations, undertakings or commitments of the Seller, regardless of the nature thereof, including any Liabilities arising from or in connection with, or attributable or related to, the Seller’s operation of the Business or the Seller’s ownership, lease or use of the Acquired Assets, including Seller (i) any such Liability arising from events, facts or circumstances occurring on or prior to the Closing Date, (ii) any such Liability arising out of the employment, terms or conditions of employment, or termination of employment of any Person, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”), other than the Assumed Liabilities. Except for Assumed Balance Sheet Liabilities identified and set forth on Schedule 2.2(A)(1) (as amended by the Supplemental Schedule), the Retained Liabilities shall include, but not be limited to, the following: (1) Any sales, use, income, gross receipts, excise, franchise, employment, withholding or other imposition, duty or tax (each, a “Tax”) imposed by or payable to any governmental body, federal, state or local, on or with respect to any period prior to the Effective Date or in respect to the sale and transfer of the Purchased Assets or the Assumed Liabilities; (2) Any liability or obligation accruing prior to the Effective Date in respect to (a) any employee benefit plan or any other employee benefit arrangement or commitment which is or has been maintained or contributed to by Seller, (b) any portion of any bonuses earned or accrued upon the basis of any events occurring prior to the Effective Date, (c) any accrued vacation benefits, or (d) any obligation to reimburse any employee for expenses incurred prior to the Effective Date; (3) Any liability or obligation which, absent this provision, comprises a part of the Assumed Liabilities but which is covered by any insurance policy maintained by Seller or any of Seller’s affiliates (but, then, only to the extent of such insurance coverage); (4) Any (a) inter-company charges or amounts due Parent or any affiliate of Seller or Parent, (b) claims relating to inter-franchise payment obligations which are based on the non-payment of amounts owing any other franchisee of the Franchisor, (c) amounts due for borrowed money, (d) obligations arising under any agreement, instrument or other contractual undertaking or commitment that is not an Assigned Contract or which is not an Assumed Liability, (e) obligations to refund prepayments by customers which Seller received without providing any training prior to the Effective Date or which prepayments represent duplicate payments, or (f) inter-franchise obligations relating to (i) payment for training programs sold to ▇▇▇▇▇▇ ▇▇▇▇▇▇ Worldwide or (ii) payment for training provided by franchisees of the Franchisor other than the Buyer or its affiliates upon redemption of national training coupons sold by Seller prior to the Effective Date in circumstances where same are redeemed more than one (1) year after the issuance of such coupons. (5) [****************************************************]; (6) Any (a) liability or obligation to indemnify any director, officer, employee or agent of Seller, except with regard to indemnification obligations owed to Seller or Parent from Buyer and/or Owners arising under this Agreement, (b) liability arising out of or in connection with any violation of a statute or governmental rule, regulation, directive or other requirement, and any liability or obligation of a conditional, contingent or similar nature, or (c) liability or obligation which arises from or is based on a claim for injury to or death of persons, or damage to or destruction of property, regardless of when asserted, but which arises from facts or circumstances which occurred prior to the Effective Date; (7) Any liability or obligation relating to the Cisco Equipment Lease or a Minolta copy machine leased by Seller for use in the Leased Premises; (8) Any liability or obligation relating to the premises previously occupied by Seller in Tucker, Georgia (including, but not limited to, repairs, maintenance or deferred maintenance, common area maintenance or other charges for the use of any common areas, rental payments, taxes, insurance, or other charges) or relating to the move of Seller’s assets and Business from the premises in Tucker, Georgia to either of the Leased Facilities; (9) The obligations of Seller, Parent or their affiliate(s) on any guaranty of the Facilities Leases (but subject to the provisions set forth in Section 4.1) or for the making of or payment for any tenant improvements or similar charges relating to the Perimeter Center Lease; and (10) Any debts, liabilities or obligations incurred by Seller, or actions, claims or lawsuits asserted against either Buyer or Seller which relate to the operation of the Business prior to the Effective Date, except for matters which arise from or relate to (y) the Assumed Liabilities, and/or (z) the Training Obligations.

Retained Liabilities. Except Notwithstanding anything to the contrary contained in this Agreement, each of the Equityholders hereby agree jointly and severally to retain, and do hereby assume, certain Liabilities of SELLER (the “Retained Liabilities”). The Retained Liabilities shall include, without limitation, the following: (a) any Liability of SELLER for expenses, Taxes or fees incident to or arising out of the negotiation, preparation, approval or authorization of this Agreement, the other Documents or the consummation (or preparation for the Assumed Liabilities consummation) of the transactions contemplated hereby or thereby (including all attorneys,’ accountants’ and Purchaser’s pro rata portion brokerage fees and any other professional service fees incurred by or imposed upon such SELLER); (b) any Liability of SELLER under any Shared Liabilities agreement, contract, commitment, document, license or lease not listed on Section 1.3 below and any Liability of SELLER under any Contract or Permit arising out of a breach or alleged breach thereof that occurred as of or prior to the Closing; (as hereinafter defined), it is expressly understood and agreed that Purchaser shall not assume or have c) any responsibility Liability of SELLER with respect to any Liability of the Seller, regardless of the nature thereof, including Taxes for any Liabilities arising from period or in connection with, or attributable or related to, the Seller’s operation of the Business or the Seller’s ownership, lease or use of the Acquired Assets, including (i) any such Liability arising from events, facts or circumstances occurring part thereof ending on or prior to the Closing Date, including any Liability for unpaid taxes of any Person as a transferee, successor by contract or otherwise; (d) any Liability of SELLER (i) arising by reason of any violation or alleged violation of, or Liability under, any Law or any requirement of any Governmental Authority, or (ii) arising by reason of any breach or alleged breach by SELLER or Equityholder of any agreement, contract, lease, license, commitment, instrument, judgment, order or decree, to the extent such Liability results from or arises out of events, facts or circumstances occurring or existing on or prior to the Closing, notwithstanding that the date on which any action or claims is commenced or made is after the Closing; (e) any Liability of SELLER arising under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), except to the extent, and in the proportion, that the facts, or circumstances underlying any such Liability are first created by the operation of the Business after the Closing Date, notwithstanding that the date on which any action or claim is commenced or made is after the Closing. (f) any Liability of such SELLER for a warranty claim for any service provided by SELLER on or prior to the Closing based on any express warranty, oral or written, or any implied warranty arising due to the statements or conduct of SELLER, any Equityholder or SELLER’ employees or agents; (g) any Liability of SELLER relating to any legal action or Proceeding arising out of or in connection with the conduct of SELLER or the Business prior to the Closing or any other conduct of SELLER or their respective officers, directors, managers, members, employees, stockholders, consultants, agents or advisors, whether or not disclosed on the Schedules hereto; specifically, any liability related to or arising out of the employment, terms litigation pending in the Gulf Coast matter. (h) any Liability of SELLER for bonuses or conditions like payments to the Equityholders or any Affiliate thereof or any employees of employment, SELLER (whether pursuant to a written agreement or termination of employment of any Person, an oral arrangement) for the period ending on or prior to the failure to employ any PersonClosing, including, severancewithout limitation, the Worker Adjustment and Retraining Actany profit based compensation owed to any officer, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary manager or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 of the Code or Section 102 SELLER (a)(2) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability whether pursuant to Environmental, Health, a written agreement or an oral arrangement); (i) Any Liability of SELLER for post-Closing claims and Safety Laws. Purchaser shall not become a party invoice credits based on events that transpired prior to or on the Closing; (j) Any Liability of SELLER to any Employee Benefit Plan as a result former stockholder of any SELLER; and (k) Any other Liability of the transactions contemplated by this Agreement. All such Liabilities of Seller described above SELLER not expressly listed in this Section 2.5 shall be referred 1.2 arising out of transactions entered into at or prior to herein collectively as the “Closing, or from any action or inaction at or prior to the Closing, any damage, accident, injury or death occurring prior to the Closing or from any state of facts existing at or prior to the Closing, regardless of when asserted; and The Equityholders hereby acknowledge that they are, jointly and severally liable, retaining the Retained Liabilities”, and the Equityholders shall pay, discharge and perform all such Retained Liabilities promptly when due.

Retained Liabilities. Except Notwithstanding anything contained in this Agreement to the contrary, except for the Assumed Liabilities and Purchaser’s pro rata portion of any Shared Liabilities (as hereinafter defined)Liabilities, it is expressly understood and agreed that Purchaser shall Buyer will not assume or have be liable for any responsibility with respect to any Liability Liabilities of the SellerCompany or any other Person, regardless of whether relating to the nature thereofBusiness or the Purchased Assets, including any and in each case, whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due (collectively, the “Retained Liabilities”), which shall include the following Liabilities: (a) Liabilities arising from relating to, based upon events or conditions occurring or existing in connection with, or attributable or related toarising out of, the Seller’s Business as operated prior to the Closing Date, or the ownership, possession, use, operation or sale or other disposition prior to the Closing Date of any Products or any of the Business Purchased Assets (or any other assets, properties, rights or interests associated, at any time prior to the Seller’s ownershipClosing Date, lease or use of with the Acquired AssetsBusiness) including, including without limitation, Liabilities related to (i) any such Liability arising from eventsinjury to individuals or property as a result of the ownership, facts possession, or circumstances occurring on or use of any Product sold by the Business prior to the Closing Date, (ii) any such Liability arising out of the employmentHazardous Materials or Environmental Health, terms or conditions of employment, or termination of employment of any Person, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Safety Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expense, (iii) claims relating to employee health and safety, including claims for injury, sickness, disease or death of any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest)Person, (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) Liabilities arising at any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan time as a result of either the Company’s lack of qualification or licensing in any jurisdiction in which it owned or leased assets, maintained sales personnel or conducted any business, including the distribution or sale of Products, prior to the Closing Date, (v) compliance (or non-compliance) with any applicable Legal Requirement, or (iv) the Closing Intercompany Payables; (b) Liabilities to any Persons at any time employed by the Company, its Affiliates or their respective predecessors-in-interest in the Company or otherwise, or to any such Person’s spouses, children, other dependents or beneficiaries, with respect to incidents, events, exposures or circumstances (including the termination of employment as of the Closing Date) occurring at any time during the period or periods of any such Persons’ employment by either the Company or its Affiliates or their respective predecessors-in-interest, whenever such claims mature or are asserted, including, without limitation, all Liabilities arising (i) under any Company Benefit Plans, (ii) under any Legal Requirement relating to employment, wages and hours, equal opportunity, discrimination, plant closing or immigration and naturalization, (iii) under any collective bargaining Legal Requirement, agreements or arrangements or (iv) in connection with any workers’ compensation or any other employee health, accident, disability or safety claims; (c) Liabilities relating to any Proceeding pending on the date hereof, or constituted hereafter, to the extent based upon events or conditions occurring or existing in connection with, or arising out of, or otherwise relating to, the Business, operations of the Company or any of its Affiliates (or any of their respective predecessors in interest) or the ownership, possession, use, operation, sale or other disposition prior to the Closing Date of any Products or any of the transactions contemplated by this Agreement. All such Purchased Assets (or any other assets, properties, rights or interests associated, at any time prior to the Closing Date, with the Business); (d) Liabilities of Seller described above the Company to any Person, for or in connection with any dividends, distributions, redemptions, or rights with respect to any security of the Company; (e) Liabilities of the Company under this Section 2.5 shall be referred Agreement or any other Transaction Documents; (f) Liabilities for any Taxes of the Company (i) arising as a result of the Company’s operation of the Business or ownership of the Purchased Assets prior to herein collectively and including the Closing Date, and (ii) for the unpaid Taxes of any person or entity under Treasury Regulation 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise; and (g) Liabilities related to any other Retained Assets, Liabilities not related to the “Retained Liabilities”Business and Liabilities based on acts or omissions of the Company occurring after the Closing.

Retained Liabilities. Except for the Assumed Liabilities and Purchaser’s pro rata portion of any Shared Liabilities (as hereinafter defined), it is expressly understood and agreed that Purchaser Buyer shall not assume be obligated to pay, perform or have abide by, and Seller shall retain exclusive responsibility for, any responsibility with respect to any Liability liabilities, debts, obligations, undertakings or commitments of the Seller, regardless of the nature thereof, including any Liabilities arising from or in connection with, or attributable or related to, the Seller’s operation of the Business or the Seller’s ownership, lease or use of the Acquired Assets, including Seller (i) any such Liability arising from events, facts or circumstances occurring on or prior to the Closing Date, (ii) any such Liability arising out of the employment, terms or conditions of employment, or termination of employment of any Person, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”), other than the Assumed Liabilities. Except for Assumed Balance Sheet Liabilities identified and set forth on Schedule 2.2(A)(1) (as amended by the Supplemental Schedule), the Retained Liabilities shall include, but not be limited to, the following: (1) Any sales, use, income, gross receipts, excise, franchise, employment, withholding or other imposition, duty or tax (each, a “Tax”) imposed by or payable to any governmental body, federal, state or local, on or with respect to any period prior to the Effective Date or in respect to the sale and transfer of the Purchased Assets or the Assumed Liabilities; (2) Any liability or obligation accruing prior to the Effective Date in respect to (a) any employee benefit plan or any other employee benefit arrangement or commitment which is or has been maintained or contributed to by Seller, (b) any portion of any bonuses earned or accrued upon the basis of any events occurring prior to the Effective Date, (c) any accrued vacation benefits, or (d) any obligation to reimburse any employee for expenses incurred prior to the Effective Date; (3) Any liability or obligation which, absent this provision, comprises a part of the Assumed Liabilities but which is covered by any insurance policy maintained by Seller or any of Seller’s affiliates (but, then, only to the extent of such insurance coverage); (4) Any (a) inter-company charges or amounts due Parent or any affiliate of Seller or Parent, (b) claims relating to inter-franchise payment obligations which are based on the non-payment of amounts owing any other franchisee of the Franchisor, (c) amounts due for borrowed money, (d) obligations arising under any agreement, instrument or other contractual undertaking or commitment that is not an Assigned Contract or which is not an Assumed Liability, (e) obligations to refund prepayments by customers which Seller received without providing any training prior to the Effective Date or which prepayments represent duplicate payments, or (f) inter-franchise obligations relating to payment for training provided by franchisees of the Franchisor other than the Buyer or its affiliates upon redemption of national training coupons sold by Seller prior to the Effective Date in circumstances where same are redeemed more than one (1) year after the issuance of such coupons; (5) [***************] (6) Any (a) liability or obligation to indemnify any director, officer, employee or agent of Seller, except with regard to indemnification obligations owed to Seller or Parent from Buyer and/or Owners arising under this Agreement, (b) liability arising out of or in connection with any violation of a statute or governmental rule, regulation, directive or other requirement, and any liability or obligation of a conditional, contingent or similar nature except for matters which arise from or relate to a breach of the Owner Business Representations (as defined and further described in Section 6.3 below), or (c) liability or obligation which arises from or is based on a claim for injury to or death of persons, or damage to or destruction of property, regardless of when asserted, but which arises from facts or circumstances which occurred prior to the Effective Date; (7) The obligations of Seller, Parent or their affiliate(s) on any guaranty of the Facilities Lease (but subject to the provisions set forth in Section 4.1); and (8) Any debts, liabilities or obligations incurred by Seller, or actions, claims or lawsuits asserted against either Buyer or Seller which relate to the operation of the Business prior to the Effective Date, except for matters which arise from or relate to (x) a breach of the Owner Business Representations (as defined and further described in Section 6.3 below), (y) the Assumed Liabilities, and/or (z) the Training Obligations.

Retained Liabilities. Except for the Assumed Liabilities Seller shall retain each and Purchaser’s pro rata portion every liability of any Shared Liabilities (as hereinafter definedSeller, other than those liabilities expressly assumed by Purchaser pursuant to Section 2.05(a), it is expressly understood and agreed that Purchaser shall not assume arising out of or have any responsibility with respect relating to any Liability the conduct of the Seller, regardless Calder Mine Business prior to the completion of the nature thereofClosing, including any Liabilities arising from or in connection with, or attributable or related to, but not necessarily limited to the Seller’s operation of the Business or the Seller’s ownership, lease or use of the Acquired Assets, including following: (i) any such Liability liability arising from events, facts out of or circumstances occurring on or relating to mineral products of Seller sold prior to the Closing Date, completion of Closing; (ii) any such Liability liability for Taxes, including (A) any Taxes arising out of or resulting from Seller’s ownership of the employmentAssets or Seller’s conduct of the Calder Mine Business prior to the completion of Closing, terms (B) any Taxes arising out of or conditions resulting from the sale of employmentthe Assets pursuant to this Agreement (including Taxes on any imputed interest income deemed to be received by Seller pursuant to Section 2.04(c)), or termination of employment and (C) any deferred Taxes of any Personnature; (iii) any liability under the Employee Plans or relating to payroll, or the failure to employ any Personvacation, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment taxsick leave, workers’ compensation, salary unemployment benefits, pension benefits, employee stock option or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leavesharing plans, health insurance care plans or benefits, or any other employee plans or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 benefits of the Code any kind for Seller’s employees or Section 102 (a)(2) of ERISA former employees or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), both; (iv) any such Liability for expensesliability under any employment, debts severance, retention, or obligations incurred within or outside the Ordinary Course termination agreement with any employee of Business and Seller; (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party liability arising out of or relating to any Employee Benefit Plan as a result employee grievance whether or not the affected employees are hired by Purchaser; (vi) any liability arising out of or relating to any Occupational Safety and Health Laws or the WARN Act or the failure to satisfy, meet, or comply with any of the transactions contemplated by this Agreement. All such Liabilities same; and (vii) any liability of Seller described above in under this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”Agreement or any other Operative Document.

Retained Liabilities. Except for the Assumed Liabilities and Purchaser’s pro rata portion notwithstanding any other provision of this Agreement or the Disclosure Statement and regardless of any Shared Liabilities (as hereinafter defined)disclosures made in this Agreement or otherwise to Buyer or any Affiliate of Buyer, it is expressly understood and agreed that Purchaser Buyer shall not assume or have in any responsibility way be liable or responsible for any liabilities, expenses, commitments, obligations, or debts of any type or nature, known or unknown, contingent or otherwise, whether or not related to the Business or the Purchased Assets (collectively, the “Retained Liabilities”), including: (a) any Environmental Liabilities arising out of or related to the operation of Seller and the Business, or conditions, events, facts, or circumstances, first occurring before Effective Time; (b) each trade account payable of the Business incurred before the Effective Time; (c) any liability or obligation under any Employee Plan or relating to payroll (other than accrued and unpaid salaries of Transferred Employees), vacation and sick leave (other than earned and unused vacation and sick leave of Transferred Employees), workers’ compensation, unemployment benefits, pension benefits, employee stock option plans or profit sharing plans (if any), health care plans or benefits, or any other employee plans or benefits of any kind or under any other employment, severance, retention, or termination agreement with respect any current or former employee of Seller; (d) all liabilities for Taxes of any kind (whether or not accrued, assessed, or currently due and payable); (e) any liability or obligation of Seller to distribute to the Shareholders or otherwise to apply all or any part of the consideration received under or pursuant to this Agreement; (f) any liability or obligation arising out of any Indebtedness of Seller; (g) any liability or obligation which is based on any act or omission of Seller or any Shareholder occurring on, before, or after the Effective Time; (h) any liability or obligation relating to or arising out of any violations of any Laws or any claims or Proceedings in each case to the extent they are incurred, associated with or relate to any Liability period prior to the Effective Time, or any other claims or Proceedings relating to or arising out of an occurrence or event happening before the Seller, regardless of the nature thereofEffective Time, including any Liabilities product liability claim or other tort claim of any nature; and (i) any other liability or obligation of Seller or any Shareholder including any liability directly or indirectly arising from out of or in connection with, or attributable or related to, relating to the Seller’s operation of the Business or the Seller’s ownership, lease or use ownership of the Acquired AssetsPurchased Assets before the Effective Time whether contingent or otherwise, including (i) any such Liability arising from eventsfixed or absolute, facts known or circumstances occurring on unknown, matured or prior to the Closing Dateunmatured, (ii) any such Liability arising out of the employmentpresent, terms or conditions of employmentfuture, or termination of employment of any Person, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”otherwise.

Retained Liabilities. Except for All debts, liabilities, or obligations that (1) arise out of events or conditions occurring on or prior to the Assumed Liabilities and Purchaser’s pro rata portion of any Shared Liabilities (as hereinafter defined), it is expressly understood and agreed that Purchaser shall not assume Closing or have any responsibility with respect to any Liability arise out of the Seller, regardless of the nature thereof, including any Liabilities arising from or in connection with, or attributable or related to, the Seller’s operation of the Business at or prior to the Seller’s ownershipClosing or (2) arise, lease mature or use become due at or prior to the Closing, shall remain the sole responsibility of and shall be retained, paid, performed and discharged by DMC/SF. Aerojet shall not assume, pay, or in any way be liable or responsible for any of such debts, liabilities, or obligations (collectively, the Acquired Assets“Retained Liabilities”), including but not limited to: (i) any wages, salary, severance, bonuses, commissions, vacation or holiday pay, post retirement medical benefits, fringe benefits, long-term disability benefits, life insurance benefits, any duties, obligations or liabilities arising under any employee benefit plan, policy or practice, whether defined by ERISA or otherwise, relating to the Business employees or other amounts due to any employees or former employees of the Business which accrue on or before the date such Liability employees become employees of Aerojet (as provided in Article 6.1 hereof), including but not limited to claims (for severance benefits and otherwise) by such employees that were discharged or constructively discharged pursuant to the transactions contemplated pursuant to this Agreement; as well as any federal, state, or local government claims, audit charges, enforcement actions, or other proceedings regarding labor, employment or socioeconomic issues; (ii) any liability or obligation of DMC/SF relating to, resulting from, caused by, or arising from eventsout of the ownership, facts operations or circumstances control of the Business (including but not limited to breach of contract and warranty claims relating to products delivered prior to the Closing Date, except for those products delivered to Aerojet) by DMC/SF, (iii) any Environmental Matter (as defined in Article 3.10 hereof) including but not limited to (1) any violation, liability, penalty, cost, damage, fine, order, judgment or obligation under Environmental Laws (as defined in Article 3.10 hereof) to the extent they arise out of acts or omissions occurring on or prior to the Closing Date, (ii2) the presence of any such Liability arising out and all environmental conditions, environmental liabilities or Hazardous Substances (as defined in Article 3.10 hereof) at, in, by, from, or related to, the Premises or the operation of the employmentBusiness that arose, terms commenced, occurred or conditions of employmentexisted prior to the Closing Date; and (3) the recycling, or termination of employment of any Personreclamation, incineration, or the failure to employ any Personarrangement of transportation, including, severance, by DMC/SF in the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 operation of the Code Premises or Section 102 of the Business of any Hazardous Substances (a)(2as defined in Article 3.10 hereof) of ERISA that occurred on or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), before the Closing Date; (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and Worker’s Compensation liability; (v) any such Liability workplace safety liability arising under federal, state, or local occupational safety laws (e.g., OSHA); (vi) any supplier or vendor liabilities, except as specifically agreed to at Closing and pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result assignment or novation of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”contract.

Retained Liabilities. Except for the Assumed Liabilities and Purchaser’s pro rata portion of any Shared Liabilities (as hereinafter defined), it is expressly understood and agreed that Purchaser Buyer shall not assume be obligated to pay, perform or have abide by, and Seller shall retain exclusive responsibility for, any responsibility with respect to any Liability liabilities, debts, obligations, undertakings or commitments of the Seller, regardless of the nature thereof, including any Liabilities arising from or in connection with, or attributable or related to, the Seller’s operation of the Business or the Seller’s ownership, lease or use of the Acquired Assets, including Seller (i) any such Liability arising from events, facts or circumstances occurring on or prior to the Closing Date, (ii) any such Liability arising out of the employment, terms or conditions of employment, or termination of employment of any Person, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”), other than the Assumed Liabilities. Except for Assumed Balance Sheet Liabilities identified and set forth on Schedule 2.2(A)(1) (as amended by the Supplemental Schedule), the Retained Liabilities shall include, but not be limited to, the following: (1) Any sales, use, income, gross receipts, excise, franchise, employment, withholding or other imposition, duty or tax (each, a “Tax”) imposed by or payable to any governmental body, federal, state or local, on or with respect to any period prior to the Effective Date or in respect to the sale and transfer of the Purchased Assets or the Assumed Liabilities; (2) Any liability or obligation accruing prior to the Effective Date in respect to (a) any employee benefit plan or any other employee benefit arrangement or commitment which is or has been maintained or contributed to by Seller, (b) any portion of any bonuses earned or accrued upon the basis of any events occurring prior to the Effective Date, (c) any accrued vacation benefits, or (d) any obligation to reimburse any employee for expenses incurred prior to the Effective Date; (3) Any liability or obligation which, absent this provision, comprises a part of the Assumed Liabilities but which is covered by any insurance policy maintained by Seller or any of Seller’s affiliates (but, then, only to the extent of such insurance coverage); (4) Any (a) inter-company charges or amounts due Parent or any affiliate of Seller or Parent, (b) claims relating to inter-franchise payment obligations which are based on the non-payment of amounts owing any other franchisee of the Franchisor, (c) amounts due for borrowed money, (d) obligations arising under any agreement, instrument or other contractual undertaking or commitment that is not an Assigned Contract or which is not an Assumed Liability, (e) obligations to refund prepayments by customers which Seller received without providing any training prior to the Effective Date or which prepayments represent duplicate payments, or (f) inter-franchise obligations relating to payment for training provided by franchisees of the Franchisor other than the Buyer or its affiliates upon redemption of national training coupons sold by Seller prior to the Effective Date in circumstances where same are redeemed more than one (1) year after the issuance of such coupons; [**************] (6) Any (a) liability or obligation to indemnify any director, officer, employee or agent of Seller, except with regard to indemnification obligations owed to Seller or Parent from Buyer and/or Owners arising under this Agreement, (b) liability arising out of or in connection with any violation of a statute or governmental rule, regulation, directive or other requirement, and any liability or obligation of a conditional, contingent or similar nature except for matters which arise from or relate to a breach of the Owner Business Representations (as defined and further described in Section 6.3 below), or (c) liability or obligation which arises from or is based on a claim for injury to or death of persons, or damage to or destruction of property, regardless of when asserted, but which arises from facts or circumstances which occurred prior to the Effective Date; (7) The obligations of Seller, Parent or their affiliate(s) on any guaranty of the Facilities Lease (but subject to the provisions set forth in Section 4.1); and (8) Any debts, liabilities or obligations incurred by Seller, or actions, claims or lawsuits asserted against either Buyer or Seller which relate to the operation of the Business prior to the Effective Date, except for matters which arise from or relate to (x) a breach of the Owner Business Representations (as defined and further described in Section 6.3 below), (y) the Assumed Liabilities, and/or (z) the Training Obligations.

Retained Liabilities. Except for the Assumed Liabilities and Purchaser’s pro rata portion of any Shared Liabilities (as hereinafter defined)Sellers shall at all times, it is expressly understood and agreed that Purchaser shall not assume or have without any responsibility with respect of or recourse to, Purchaser, any of its Affiliates or any of their respective directors, shareholders, officers, employees, agents, consultants, representatives, successors or assigns, absolutely and irrevocably be and shall remain solely liable and responsible for any and all Liabilities to any Liability of the Seller, regardless of the nature thereof, including any Liabilities extent arising from or in connection with, or attributable or related to, relating to the Seller’s operation conduct of the Business or the Seller’s ownership of the Purchased Assets prior to the Effective Time (collectively the "Retained Liabilities") unless the terms of this Agreement explicitly state that such Liability or obligation shall transfer to or be the responsibility of Purchaser. The Retained Liabilities shall also include, without limitation: (a) all Liabilities related to the ownership, lease use, possession or use condition of the Acquired AssetsPurchased Assets or operation or conduct of the Business to the extent arising from or relating to any action, including omission, fact, matter, event or circumstance occurring before the Effective Time; (b) Except as otherwise expressly provided in Section 6.16 below, all Liabilities to any current or former employee of the Sellers and their dependents or beneficiaries relating to or arising (i) under any such Liability arising from events, facts U.S. Plans or circumstances occurring on or prior to Non-U.S. Plans of the Closing DateSellers (as defined in Sections 4.13 and 4.14 below), (ii) any such Liability arising out of the employment, terms or conditions of employment, employment or termination of employment by any Seller or any Affiliate of any Person, Seller of any such current or the failure to employ former employee of any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance Seller or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 Affiliate of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expenseany Seller, (iii) out of the failure of any such Liability for employee to accept the Purchaser's offer of employment in connection with the transactions contemplated by this Agreement and (iv) under all employment, consulting or other individual service contracts between any period of time for TaxesSeller and any U.S. Employee, penalties Non-U.S. Employee or interest (former employee thereof, including without limitation any property retention agreements or sales Tax Liabilityloyalty or "stay" bonus arrangements (the "Excluded Employment Contracts"); (c) all intercompany payables; (d) all Liabilities for Taxes related to the ownership, penalty use, possession or interest), (iv) any such Liability for expenses, debts condition of the Purchased Assets or obligations incurred within operation or outside conduct of the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party with respect to any Employee Benefit Plan as a result of any period or part thereof occurring prior to the Effective Time, or relating to the consummation of the transactions contemplated by this Agreement. All , except as expressly provided in Section 6.15 below; (e) all Liabilities for any design defect or product liability including, without limitation, by operation of applicable law, in connection with any product or good of the Business manufactured by or on behalf of Sellers prior to the Effective Time; (f) with respect to any product or good of the Business manufactured by or on behalf of Sellers prior to the Effective Time, (x) all product warranty Liabilities relating to the Business in excess of those reflected on the Closing Balance Sheet, and (y) all Liabilities for any product recall, product liability claim, express or implied representation, warranty contract or guarantee made or allegedly made or which is imposed or allegedly imposed, including without limitation by operation of applicable law; (g) all Liabilities arising out of or related to any violation or alleged violation of any Environmental Law by the Sellers, including any of their predecessors in interest; (h) all Liabilities resulting out of any violation or alleged violation by any Seller of any law relating or applicable to the ownership, use or possession of the Purchased Assets or operation or conduct of the Business prior to the Effective Time; (i) all Liabilities arising from any litigation, proceeding, consent order or investigation relating to the ownership, use or possession of the Purchased Assets or operation or conduct of the Business to the extent arising from or relating to any action, omission, fact, matter, event or circumstance occurring prior to the Effective Time; (j) all Liabilities under the Transferred Contracts, the Transferred Leases, and other commitments of Sellers constituting Purchased Assets (x) for which the Sellers received the benefit prior to the Effective Time or (y) to the extent arising out of any breach thereof by any Seller prior to the Effective Time; (k) Other than with respect to the Sublease (as defined in Section 7.3(o) below), Sellers' Liabilities under the Excluded Contracts and any leases for real property other than the Transferred Leases; (l) Sellers' Liabilities under all contracts related to (i) Sellers' acquisition prior to the Effective Time of assets and equity interests of any business or business segment that are not Purchased Assets and (ii) Sellers' divestiture prior to the Effective Time of assets and equity interests of any business or business segment, in each case including but not limited to those contracts set forth on Schedule 3.2(l); (m) all Liabilities arising out of or relating to any infringement by any Seller of any intellectual property right or interest to the extent arising from or relating to any action, omission, fact, matter, event or circumstance occurring prior to the Effective Time, including without limitation all costs related to the investigation and defense of any past claims of infringement; (n) all indebtedness for borrowed money and capital lease obligations of the Business; (o) all Liabilities arising from any litigation, proceeding, consent order or investigation which arises from or relates to any action, omission, fact, matter, event or circumstance in connection with Sellers' sale to Bisset Technologie Systemes and Audio Club, respectively, of the Sellers' French closed circuit television inventory and the Sellers' French audio inventory, each in the year 2000, and the sale to Norbain SD ("Norbain") of the Sellers' UK closed circuit television inventory in the year 2000, including but not limited to any litigation or proceeding initiated by any of the employees dismissed in connection with such sales; (p) all Liabilities arising from (i) the Sellers' closure of the Carroll Facility and operations in Brussels, Belgium, including but ▇▇▇ ▇▇▇ited to any such Liabilities arising from the termination of any employees of the Sellers at such facility or location, and (ii) the Sellers' dismissal or termination of employment of any employee at any time prior to the Effective Time; (q) all Liabilities arising out of or relating to the violation or alleged violation by any Seller described above in this Section 2.5 shall be referred of any U.S. or foreign customs law; and (r) all Liabilities related to herein collectively as the “Retained Liabilities”ownership, use, possession or condition of the Excluded Assets.

Retained Liabilities. Except for the Assumed Liabilities and Purchaser’s pro rata portion of any Shared Liabilities (as hereinafter defined), it is expressly understood and agreed that Purchaser Buyer shall not assume be obligated to pay, perform or have abide by, and Seller shall retain exclusive responsibility for, any responsibility with respect to any Liability liabilities, debts, obligations, undertakings or commitments of the Seller, regardless of the nature thereof, including any Liabilities arising from or in connection with, or attributable or related to, the Seller’s operation of the Business or the Seller’s ownership, lease or use of the Acquired Assets, including Seller (i) any such Liability arising from events, facts or circumstances occurring on or prior to the Closing Date, (ii) any such Liability arising out of the employment, terms or conditions of employment, or termination of employment of any Person, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”), other than the Assumed Liabilities. Except for Assumed Balance Sheet Liabilities identified and set forth on Schedule 2.2(A)(1) (as amended by the Supplemental Schedule), the Retained Liabilities shall include, but not be limited to, the following: (1) Any sales, use, income, gross receipts, excise, franchise, employment, withholding or other imposition, duty or tax (each, a “Tax”) imposed by or payable to any governmental body, federal, state or local, on or with respect to any period prior to the Effective Date or in respect to the sale and transfer of the Purchased Assets or the Assumed Liabilities; (2) Any liability or obligation accruing prior to the Effective Date in respect to (a) any employee benefit plan or any other employee benefit arrangement or commitment which is or has been maintained or contributed to by Seller, (b) any portion of any bonuses earned or accrued upon the basis of any events occurring prior to the Effective Date, (c) any accrued vacation benefits, or (d) any obligation to reimburse any employee for expenses incurred prior to the Effective Date; (3) Any liability or obligation which, absent this provision, comprises a part of the Assumed Liabilities but which is covered by any insurance policy maintained by Seller or any of Seller’s affiliates (but, then, only to the extent of such insurance coverage); (4) Any (a) inter-company charges or amounts due Parent or any affiliate of Seller or Parent, (b) claims relating to inter-franchise payment obligations which are based on the non-payment of amounts owing any other franchisee of the Franchisor, (c) amounts due for borrowed money, (d) obligations arising under any agreement, instrument or other contractual undertaking or commitment that is not an Assigned Contract or which is not an Assumed Liability, (e) obligations to refund prepayments by customers which Seller received without providing any training prior to the Effective Date or which prepayments represent duplicate payments, or (f) inter-franchise obligations relating to payment for training provided by franchisees of the Franchisor other than the Buyer or its affiliates upon redemption of national training coupons sold by Seller prior to the Effective Date in circumstances where same are redeemed more than one (1) year after the issuance of such coupons; (5) [********************************************************************* ************************************************************************************************ ************************]; (6) Any (a) liability or obligation to indemnify any director, officer, employee or agent of Seller, except with regard to indemnification obligations owed to Seller or Parent from Buyer and/or Owners arising under this Agreement, (b) liability arising out of or in connection with any violation of a statute or governmental rule, regulation, directive or other requirement, and any liability or obligation of a conditional, contingent or similar nature except for matters which arise from or relate to a breach of the Owner Business Representations (as defined and further described in Section 6.3 below), or (c) liability or obligation which arises from or is based on a claim for injury to or death of persons, or damage to or destruction of property, regardless of when asserted, but which arises from facts or circumstances which occurred prior to the Effective Date; (7) The obligations of Seller, Parent or their affiliate(s) on any guaranty of the Facilities Lease (but subject to the provisions set forth in Section 4.1); and (8) Any debts, liabilities or obligations incurred by Seller, or actions, claims or lawsuits asserted against either Buyer or Seller which relate to the operation of the Business prior to the Effective Date, except for matters which arise from or relate to (x) a breach of the Owner Business Representations (as defined and further described in Section 6.3 below), (y) the Assumed Liabilities, and/or (z) the Training Obligations.

Retained Liabilities. Except The Retained Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller. The Retained Liabilities shall include the following: (i) any liability or obligation with respect to Taxes for the Assumed Liabilities and Purchaser’s pro rata portion which Seller is liable pursuant to Section 7.6; (ii) any liability or obligation of Seller based upon or arising under this Agreement; (iii) any Shared Liabilities (as hereinafter defined), it is expressly understood and agreed that Purchaser shall not assume liability or have any responsibility obligation with respect to any Liability present, former or prospective employees of the SellerSeller arising out of or in connection with their employment or possible employment with Seller at any time, regardless or any liability or obligation with respect to any present, former or prospective contract employee, independent sales representative or other independent contractor of the nature thereofSeller arising out of or in connection with their relationship or possible relationship with Seller at any time, including any Liabilities liability arising from out of: (A) any benefit plans or in connection withbenefit arrangements, including but not limited to the Benefit Plans and Benefit Arrangements; (B) any collective bargaining agreements; (C) any shut-down agreements; (D) any charges, complaints and/or grievances concerning Seller's termination of its employees, contract employees, independent sales representatives or other independent contractors; (E) any violations or alleged violations of any federal, state, provincial, local or foreign Laws by Seller; (F) any tort or contract claims of any kind, or attributable any other claims relating to affirmative action compliance, compensation, health and welfare benefits, vacation pay, unemployment insurance benefits, deferred compensation, pension and retirement benefits, severance benefits, disability benefits, other fringe benefits, rights arising under a collective bargaining agreement, or related rights or benefits under the Consolidated Omnibus Budget Reconciliation Act, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended, the Americans with Disabilities Act, the Occupational Safety Hazard Act, the Worker Adjustment Retraining and Notification Act, ERISA, the California Civil Rights Initiative or any other federal, state, provincial, local or foreign employment Law; (G) any claims asserted by Seller's present or former employees or independent contractors for workers' compensation, unemployment compensation or comparable benefits; or (H) the termination or refusal to employ by Seller of any of its present, former or prospective employees, or the termination or refusal to utilize by Seller of any of its present, former or prospective contract employees, independent sales representatives or other independent contractors; (iv) any conditions, obligations or liabilities of Seller, actual, contingent or otherwise, relating to Contaminants, and/or arising pursuant to Environmental Laws, including, but not limited to, the Seller’s operation On-Site Environmental Liabilities and Off-Site Environmental Liabilities, in each case in respect of the Business or the Seller’s ownership, lease or use of the Acquired Assets, including (i) any such Liability arising from events, facts or circumstances occurring period on or prior to the Closing Date, ; (iiv) any such Liability liability arising out of the employment, terms or conditions of employmentviolation of, or termination failure by Seller to comply with, any Law; (vi) any liability or obligation of employment Seller relating to the Retained Assets; (vii) any liability or obligation of Seller arising out of any indebtedness (other than the obligations listed on Schedule 2.1) with respect to any period ending on or prior to the Closing Date; (viii) any liability or obligation of Seller with respect to any claim, action, suit, proceeding or arbitration by any Person, or the failure to employ arising out of any Personinspection, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary investigation or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance audit or any enforcement or other employee action by any Governmental Entity; (ix) any liability or employee benefit Liabilitiesobligation of Seller under any instrument, withdrawal Liabilityagreement or contract that is not an Assumed Contract; and (x) any audit, Liability to the PBGClegal, Liability under Section 412 financial adviser, broker or finder fees or commissions payable by Seller. Except as provided herein, all of the Code foregoing liabilities, obligations or Section 102 (a)(2) of ERISA claims are not being assumed by Buyer hereunder or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Healthotherwise, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be are hereinafter collectively referred to herein collectively as the “"Retained Liabilities”."

Retained Liabilities. Except Notwithstanding anything to the contrary, except for the Assumed Liabilities Obligations and Purchaser’s pro rata portion except to the extent of Buyer's obligation to defend, indemnify and hold harmless Sequa Chemicals pursuant to Section 8.03(d), Buyer does not assume and Sequa and Sequa Chemicals shall, without any responsibility or liability of, or recourse to Buyer or any Buyer Affiliate, retain and pay, perform and discharge all liabilities and obligations of any Shared Liabilities (as hereinafter defined)nature of Sequa or Sequa Chemicals, it is expressly understood and agreed that Purchaser shall not assume or have any responsibility with respect to any Liability claims of such liability or obligation, whether foreseen, unforeseen, accrued, unaccrued, known, unknown, liquidated or unliquidated, matured or unmatured, now existing or which may arise in the future, including, without limiting the generality of the Sellerforegoing, any liability, obligation or claim arising out of or resulting from: (a) any injury to or disease or death of any person or damage to or loss of any property to the extent resulting from or arising out of or any act or omission by Sequa Chemicals or Sequa regardless of whether such injury, disease, death, damage or loss occurs prior to, at or after the nature thereofClosing Time and whether based on negligence, including breach of warranty, breach of contract, products liability, strict liability, workers compensation or any Liabilities arising from other theory; (b) any violation by Sequa Chemicals or in connection withSequa of any Legal Requirement, any Permit, any Order or the requirements of any Governmental Authority; (c) any qualified or nonqualified, funded or nonfunded pension, profit sharing, health, welfare, medical insurance or other employee benefit plan or arrangement established, participated in, or attributable maintained by Sequa Chemicals or related toSequa; (d) except to the extent included as an Accrued Expense on the Closing Working Capital Statement, the Seller’s operation of the Business all Taxes for which Sequa Chemicals or the Seller’s ownership, lease Sequa is responsible under any Legal Requirement; (e) all liabilities and obligations arising or use of the Acquired Assets, including resulting: (i) from any such Liability arising from events, facts breach or circumstances default of any Assumed Contract to the extent occurring on or prior to the Closing DateTime or any performance or non-performance prior to the Closing Time which, by the lapse of time or delivery of notice (or both), would constitute a breach or default of any Assumed Contract (including, without limitation, any breach or default of any warranty (express or implied) arising with respect to the subject matter of any Assumed Contract), or (ii) from the termination or cancellation prior to the Closing Time of any Assumed Contract; (f) all liabilities and obligations in respect of any contract, agreements, contract rights, equipment and other personal property leases, licenses, purchase and sales orders, proposals, quotations, bids, arrangements and understandings of Sequa Chemicals, Sequa or SCSA which is not an Assumed Contract; (g) except to the extent of the obligations of Sequa Chemicals assumed by Buyer under Section 2.04(c), products sold or services performed by Sequa Chemicals or Sequa, including, without limitation, all liabilities and obligations (i) to any Person other than Sequa Chemicals' customer, (ii) any such Liability arising out of the employment, terms for personal injury or conditions of employment, or termination of employment of any Person, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expenseproperty damages, (iii) any such Liability for any period of time for Taxesconsequential, penalties incidental, punitive, indirect or interest (including without limitation any property or sales Tax Liabilityspecial damages, penalty or interest), and (iv) for any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any claim in excess of the transactions contemplated by this Agreement. All such Liabilities purchase price of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”.a product;

Retained Liabilities. Except for Notwithstanding Section 1.4 or any other provision in this Agreement or any other writing to the contrary, Purchaser is assuming only the Assumed Liabilities and Purchaser’s pro rata portion is not assuming any other Liability of the Company (or of any Shared predecessor of the Company or of any prior owner of all or part of the Company’s business and assets) of whatever nature, whether presently in existence or arising hereafter. All such other Liabilities (as hereinafter defined), it is expressly understood and agreed that shall be retained liabilities which Purchaser shall not assume be assuming and shall remain Liabilities of the Company (all such Liabilities not being assumed being herein referred to as the “Retained Liabilities”). Notwithstanding any provision in this Agreement or have any responsibility with respect other writing to the contrary, Retained Liabilities include, but are not limited to: 1.5.1 any Liability of the Seller, regardless of the nature thereofCompany, including any Liabilities arising from or in connection with, or attributable or related to, the Seller’s operation of the Business or the Seller’s ownership, lease or use of those relating to the Acquired Assets, including (i) any such Liability arising from eventswhich arises, facts accrues or circumstances occurring on or is incurred prior to the Closing Date, (ii) any such applicable Effective Date on which the Acquired Assets were transferred; 1.5.2 Any Liability arising out of or relating to a Company Contract Breach; 1.5.3 any indebtedness or obligation for borrowed money of the employment, terms or conditions of employment, or termination of employment of Company and its Affiliates; 1.5.4 any Person, or the failure to employ any Person, including, severance, the Worker Adjustment Employee Obligation and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability of the Company relating to the PBGC, Liability under Section 412 Company’s employees during the term of their employment with the Code or Section 102 (a)(2) of ERISA or other similar Liability or expense, (iii) Company; 1.5.5 any such Liability Liabilities for any period of time for Taxes, penalties or interest Taxes (including without limitation any property or sales Tax Liabilitysales, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside transfer and all other Taxes resulting from the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any consummation of the transactions contemplated by this Agreement. All ); 1.5.6 any Liability arising out of or relating to any violation of any law, rule, regulation, judgment, injunction, order or decree occurring or arising out of or relating to any event or condition occurring or existing at or prior to the applicable Effective Date on which the Acquired Assets were transferred whether or not such Liabilities Liability relates to an Acquired Asset; and 1.5.7 any Liability for all Approval Costs and other costs and expenses of Seller described above the Company incurred in connection with the negotiation, execution and consummation of the transactions contemplated under this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”Agreement.

Retained Liabilities. Except for Notwithstanding anything herein to the contrary, except as expressly provided in Section 1(d) above with respect Assumed Liabilities on and Purchaser’s pro rata portion after the Effective Date, Company shall remain solely responsible and liable for every liability of any Shared Liabilities (as hereinafter defined)Company, it is expressly understood and agreed that Purchaser New PC shall not assume any liability, obligation, lease or have any responsibility with respect commitment of Company, whether written or oral, whether accrued, absolute, contingent or otherwise, known or unknown, and whether due or to any Liability of the Seller, regardless of the nature thereofbecome due, including any Liabilities malpractice claims, arising from or in connection with, or attributable or related to, to the Seller’s operation of the Business or the Seller’s ownershipactivities of Company, lease its owners, directors, officers, agents or use of the Acquired Assets, including otherwise (i) any such Liability arising from events, facts or circumstances occurring on or prior to the Closing Date, (ii) any such Liability arising out of the employment, terms or conditions of employment, or termination of employment of any Person, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”), including without limitation: (i) any liability under any agreement not assumed by New PC or any liability under any Assigned Contracts that arises for any action, omission, occurrence or obligation relating to periods prior to the Effective Date for each respective Assigned Contract; (ii) any liability arising in connection with Company’s operation of its business, whether before or after the Effective Date, including without limitation liability for taxes, including (A) any taxes arising as a result of Company’s operation of its business or ownership of the Purchased Assets, (B) any taxes that will arise as a result of the sale of the Purchased Assets pursuant to this Agreement, and (C) any deferred taxes of any nature of Company; (iii) any liability arising out of or resulting from Company’s compliance or noncompliance with any law, legal requirement, rule or regulation, or order of any governmental body or any other third party payor requirements or policies, including without limitation any Company liability for past overpayments, civil monetary penalties, false claims, or data breaches; and (iv) any liability of New PC based on Company’s negligent or wrongful acts or omissions whenever occurring.

Retained Liabilities. Except for Notwithstanding any other provision of this Agreement or the Assumed Liabilities Disclosure Statement and Purchaser’s pro rata portion regardless of any Shared Liabilities (as hereinafter defined)disclosures made in this Agreement or otherwise to Buyer or any Affiliate of Buyer, it is expressly understood and agreed that Purchaser Buyer shall not assume or have in any responsibility way be liable or responsible for any liabilities, expenses, commitments, obligations, or debts of any type or nature, known or unknown, contingent or otherwise, whether or not related to the Business or the Purchased Assets (collectively, the “Retained Liabilities”), including (a) any Environmental Liabilities arising out of or related to the operation of Seller and the Business, or conditions, events, facts, or circumstances, first occurring before Effective Time; (b) any liability or obligation under any Employee Plan or relating to payroll (other than accrued and unpaid salaries of Transferred Employees), vacation and sick leave (other than earned and unused vacation and sick leave of Transferred Employees), workers’ compensation, unemployment benefits, pension benefits, employee stock option plans or profit sharing plans (if any), health care plans or benefits, or any other employee plans or benefits of any kind or under any other employment, severance, retention, or termination agreement with respect any current or former employee of Seller; (c) all liabilities for Taxes of any kind (whether or not accrued, assessed, or currently due and payable); (d) any liability or obligation of Seller to distribute to the Stockholders or otherwise to apply all or any part of the consideration received under or pursuant to this Agreement; (e) any liability or obligation arising out of any Indebtedness of Seller; (f) any liability or obligation that is based on any act or omission of Seller or any Stockholder occurring on, before, or after the Effective Time, (g) any liability or obligation relating to or arising out of any violations of any Laws or any claims or Proceedings in each case to the extent they are incurred, associated with or relate to any Liability period prior to the Effective Time, or any other claims or Proceedings relating to or arising out of an occurrence or event happening before the Seller, regardless of the nature thereofEffective Time, including any Liabilities product liability claim or other tort claim of any nature, and (h) any other liability or obligation of Seller or any Stockholder including any liability directly or indirectly arising from out of or in connection with, or attributable or related to, relating to the Seller’s operation of the Business or the Seller’s ownership, lease or use ownership of the Acquired AssetsPurchased Assets before the Effective Time whether contingent or otherwise, including (i) any such Liability arising from eventsfixed or absolute, facts known or circumstances occurring on unknown, matured or prior to the Closing Dateunmatured, (ii) any such Liability arising out of the employmentpresent, terms or conditions of employmentfuture, or termination of employment of any Person, or the failure to employ any Person, including, severance, the Worker Adjustment and Retraining Act, income tax withholding, payroll and/or unemployment tax, workers’ compensation, salary or consulting fees, pension, profit-sharing, accrued, earned or unused vacation or sick leave, health insurance or any other employee or employee benefit Liabilities, withdrawal Liability, Liability to the PBGC, Liability under Section 412 of the Code or Section 102 (a)(2) of ERISA or other similar Liability or expense, (iii) any such Liability for any period of time for Taxes, penalties or interest (including without limitation any property or sales Tax Liability, penalty or interest), (iv) any such Liability for expenses, debts or obligations incurred within or outside the Ordinary Course of Business and (v) any such Liability pursuant to Environmental, Health, and Safety Laws. Purchaser shall not become a party to any Employee Benefit Plan as a result of any of the transactions contemplated by this Agreement. All such Liabilities of Seller described above in this Section 2.5 shall be referred to herein collectively as the “Retained Liabilities”otherwise.