Common use of Retained Liabilities Clause in Contracts

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

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

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

Retained Liabilities. Notwithstanding any provision of this Agreement to the contrary, the Company only assumes the Contributed Liabilities and does not assume any other liability or obligation of ▇▇▇▇▇▇ (or of any predecessor owner of all or part of the Business or the Contributed Assets) of whatever nature, whether presently in existence or arising hereafter, and all such other liabilities and obligations are retained by and remain liabilities and obligations of ▇▇▇▇▇▇ (collectively, the “Retained Liabilities”). For avoidance of doubt, the Retained Liabilities include the following: (a) Seller shall retain and payany debts, discharge and perform any and all claims, liabilities or obligations and liabilities not expressly assumed by Purchaser in Section 1.06 aboverelating to or arising out of the Business or the Contributed Assets prior to the Closing, including any actions, disputes, proceeding or investigations arising from events occurring prior to the following obligations and liabilities (all such obligations and liabilitiesClosing, other than those set forth on the "Retained Liabilities"): (i) liabilities for unpaid Taxes (as defined in Section 2.10)Closing ▇▇▇▇▇▇ Balance Sheet; (iib) all debts, claims, liabilities or obligations for any Tax arising from or liabilities of Seller that relate with respect to any the Contributed Assets or the operations or conduct of the Excluded Assets; (iii) all obligations Business on or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (vc) all debts, claims, liabilities or obligations specifically arising out of or relating to any of the Retained Assets, including all debts, claims, liabilities and obligations under the Excluded Contracts or arising out of the termination of or failure to renew any Excluded Contracts; (d) all debts, claims, liabilities or obligations of ▇▇▇▇▇▇ to any of its employees, officers or directors, including (i) any such liabilities under employment agreements or arrangements between ▇▇▇▇▇▇ and all liabilities of Seller under any employee benefit planssuch Person, whether formal except to the extent such agreement or informal, whether or not arrangement is a Contributed Contract set forth in writingon Schedule 1.1C, and whether covering one person or more than one person, sponsored or maintained by Seller. For (ii) any such liabilities relating to the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits cessation of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee employment of any such employee Persons with ▇▇▇▇▇▇ or former employee any such Persons becoming Transferred Employees pursuant to Section 6.2, in each case, other than regular salarydebts, wages claims, liabilities or commissions paid substantially concurrently with the performance obligations related to accrued but unpaid vacation and sick leave of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within Transferred Employees as of the meaning of Article 3Closing Date; (1e) all debts, claims, liabilities or obligations arising out of Contracts other than the Contributed Liabilities; and (f) all indebtedness, trade accounts payable and other payables of ▇▇▇▇▇▇, other than those set forth on the Closing ▇▇▇▇▇▇ Balance Sheet, including those of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within Business arising prior to the meaning of Article 3Closing.

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

Retained Liabilities. (a) Seller shall retain and pay, discharge and perform any and all obligations and liabilities not expressly Except for the Assumed Liabilities that are being assumed by the Purchaser in pursuant to Section 1.06 1.3 above, including the following obligations and liabilities (all such obligations and liabilities, Purchaser shall not assume by virtue of this Agreement or the "Retained Liabilities"): (i) liabilities for unpaid Taxes Transaction (as defined in Section 2.102.2.8), or any other agreement entered into in connection with the Transaction, and the Purchaser shall not have any liability for, any liabilities of the Seller of any kind, character or description whatsoever (the “Retained Liabilities”). Without limiting the generality of the foregoing, the Purchaser shall not assume any of the following: (i) any liability or obligation of the Seller arising out of or in connection with the negotiation and preparation of this Agreement and consummation and performance of the Transaction, including without limitation, legal and accounting fees, brokerage commissions, finder’s fees or similar fees or commissions (including, without limitation, all of the Seller’s obligations to the ▇▇▇▇▇-▇▇▇▇▇▇ Capital Group or any other broker, investment banker or finder that may be due as a result of the consummation of the Transaction), and income, sales or other liability for Taxes so arising (except, with respect to transfer Taxes, as specifically set forth in Section 9.2.5 hereof); (ii) all any liability or obligation of the Seller arising from the failure of the Seller to perform or discharge any of its duties, obligations or liabilities of Seller that relate to any of the Excluded Assetsagreements contained in this Agreement; (iii) all obligations any liability or liabilities for obligation of the Seller with respect to any borrowed money incurred insurance policies not assumed by Seller whether pre-petition or post-petitionthe Purchaser; (iv) all other than the payment obligations set forth in clauses (y) and liabilities resulting from(z) of Section 1.3(v), caused by any liability or arising out of, directly obligation of the Seller or indirectly, any ERISA Affiliate (as defined in Section 3.17.3) with respect to any Plans and the conduct of Seller's business or ownership or lease rights of any of its properties or assets or any properties or assets previously used by Seller at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulationPerson thereunder; (v) any and all liabilities obligation of the Seller under for Taxes, except as provided in Section 9.2.5; (vi) any employee benefit plans, whether formal liability or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For obligation of the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value Seller relating to any employeedebt for borrowed money, including, without limitation, under the Seller Credit Agreement or the RedPath Agreements; (vii) any liability or obligation of the Seller, including any severance obligations, to (x) any employees or former employeeemployees of the Commercial Services Business who do not receive an offer of employment from the Purchaser, (y) any of the Seller employees who are offered employment by the Purchaser as provided in Section 9.3.1 hereof but who on the Closing Date do not accept such employment, or present or former beneficiary, dependent or assignee of (z) any such other employee or former employee of the Seller that is not an Affected Employee (collectively, such employees specified in clauses (x), (y) and (z) are referred to herein as “Retained Employees”); (viii) any claim, cause of action, proceeding or other than regular salarylitigation pending or threatened against the Seller on the Closing Date or which is initiated at any time thereafter against the Seller (except as a result of the non-fulfillment by the Purchaser of Assumed Liabilities), wages or commissions paid substantially concurrently including, without limitation, the RedPath Settlement Agreement with the performance U.S. Department of Justice, the ongoing litigation with Prolias Technologies, Inc. and anything listed, identified or disclosed on Section 3.8 of the services Seller Disclosure Letter; (ix) any liability or obligation of the Seller under the Seller’s 2004 Stock Award Incentive Plan or any other stock, stock option or phantom equity plan of the Seller (collectively, the “Seller Equity Plans”) or any agreements that have been entered into by the Seller thereunder; (x) any liability or obligation of the Seller relating to any Excluded Assets; (xi) any liability or obligation of the Seller incurred by or accruing to the Seller after the Closing Date, except as a result of the non-fulfillment by the Purchaser of Assumed Liabilities; (xii) all obligations of the Seller under the Seller’s real property lease for which paidits Corporate Headquarters; (xiii) all obligations of the Seller under the Client X Contract; (xiv) if the Triggering Event does not occur, all of the Seller’s obligations under the ERT Client Contracts, the ERT Assets or that otherwise principally relate to the ERT Business; and (xv) any liability or obligation of the Seller that is not specifically assumed by the Purchaser under this Agreement, including, without limitation, liabilities pursuant to any deferred compensation plan or similar agreement between the Seller and its employees. The term "employee benefit plan" includes Seller shall discharge in a timely manner or shall make adequate provision for all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act Retained Liabilities, provided that the Seller shall have the ability to contest, in good faith, any such claim of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3liability asserted in respect thereof by any Person.

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

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

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

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

Retained Liabilities. (a) Seller shall retain and Subject to the TBA, notwithstanding anything -------------------- contained in this Agreement to the contrary, Buyer does not assume or agree to pay, satisfy, discharge or perform, and perform will not be deemed by virtue of the execution and delivery of this Agreement or any and all obligations and liabilities not expressly assumed document delivered at the execution of this Agreement, or as a result of the consummation of the transactions contemplated by Purchaser in Section 1.06 abovethis Agreement, to have assumed, or to have agreed to pay, satisfy, discharge or perform, any liability or obligation of any Seller other than the Assumed Liabilities, including any of the following liabilities or obligations and liabilities of the Sellers (all such obligations and liabilities, the "Retained Liabilities"):), unless such liabilities or obligations result from the acts or omissions of Buyer, its employees, agents, assignees, Affiliates, subsidiaries, or those acting on behalf of Buyer: (i) liabilities for unpaid Taxes (as defined in Section 2.10); (ii) all 2.2.1 All obligations or liabilities of any Seller that or any predecessor or Affiliate (as hereinafter defined) of a Seller which relate to any of the Excluded Assets. 2.2.2 Other than taxes expressly allocated pursuant to other provisions of this Agreement, tax liabilities of any and all kinds (federal, state, local, and foreign) of Sellers including, without limitation, any liabilities for taxes on or measured by income, liabilities for withheld federal and state income taxes and employee F.I.C.A. (Federal Insurance Contribution Act) or employer F.I.C.A., and liabilities for income taxes arising as a result of the transfer of the Station Assets or otherwise by virtue of the consummation of the transactions contemplated hereby; (iii) all 2.2.3 All liabilities or obligations or liabilities for of any borrowed money incurred by Seller whether pre-petition or post-petitionowed to any of its Affiliates; 2.2.4 All liabilities or obligations arising out of any breach occurring prior to the Closing by any Seller (ivor a predecessor or Affiliate of any Seller) all of any of the terms or conditions of a Real Estate Lease or contract to which Seller is a party (or successor in interest to a party). 2.2.5 All liabilities and obligations and liabilities of any Seller or a predecessor or Affiliate of any Seller resulting from, caused by or arising out of, directly any violation of law exclusive of Permitted Liens; 2.2.6 Any claims, liabilities and obligations of any Seller as an employer, including, without limitation, liabilities for wages, supplemental unemployment benefits, vacation benefits, severance benefits, retirement benefits, COBRA benefits, FMLA benefits, WARN obligations and liabilities, or indirectlyany other employee benefits, withholding tax liabilities, workers' compensation, or unemployment compensation benefits or premiums, hospitalization or medical claims, occupational disease or disability claims, or other claims attributable in whole or in part to employment or termination by that Seller or arising out of any labor matter involving that Seller as an employer, and any claims, liabilities and obligations arising from or relating to the conduct Employee Benefit Plans; 2.2.7 Any claims, liabilities, losses, damages, or expenses relating to any litigation, proceeding, or investigation of Seller's business or ownership or lease any nature arising out of the operations of any of its properties the Stations on or assets or any properties or assets previously used by Seller at any time prior to the Closing DateDate including, without limitation, any claims against or any liabilities for injury to or death of persons or damage to or destruction of property, any workers' compensation claims, and any warranty claims unless such claim, liability, loss, damage or expense is caused by or results from an act or material omission of Buyer, its employees, agents, Affiliates, subsidiaries, assigns or those acting on behalf of Buyer; 2.2.8 Except as provided in Section 3.3, any accounts payable, other indebtedness, obligations or accrued liabilities of any Seller, including such any obligations of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plansleases of capital equipment (a "Capital Lease"); and 2.2.9 Any fees and expenses incurred by Sellers in connection with negotiating, whether formal or informalpreparing, whether or not set forth in writingclosing, and whether covering one person or more than one personcarrying out this Agreement and the transactions contemplated by this Agreement, sponsored or maintained by Seller. For the purposes hereofincluding, without limitation, the term "employee benefit plan" includes all plansfees and expenses of Sellers' attorneys, fundsaccountants, pension fundsconsultants and brokers, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, except as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3otherwise provided in Section 13.2.

Retained Liabilities. Notwithstanding anything in this Agreement to the contrary, the Buyer is not assuming and will not pay or perform any liabilities or obligations that are not specifically described in Section 1.03, whether fixed or contingent, known or unknown, disclosed or undisclosed, recorded or unrecorded and whether relating to the Assets, the Business or any other matter, facts or circumstances, including without limitation the following: (a) Seller shall retain federal, state or local Tax (as hereinafter defined) liabilities or obligations of the Company and/or any Shareholder whether or not incurred prior to the date hereof or resulting from the consummation of the transactions contemplated herein; (b) any obligation or liability for services rendered by the Company; (c) any liability or obligation of the Company for or in respect of any loan, account payable or indebtedness; (d) any liability or obligation of the Company arising as a result of or out of any claim, any legal or equitable action, including without limitation those matters listed on Schedule 3.17 hereto, proceeding or investigation pertaining to or relating in any way to the Company initiated at any time, whether or not described in any schedule hereto, including without limitation any liability of the Company arising from or in connection with the Marketing Agreement and payany liability relating to investigation fees other than those specifically assumed in 1.03 above; (e) any lien, discharge and perform liability or obligation arising out of any and all obligations and liabilities not expressly assumed by Purchaser matters listed on Schedule 1.04(a) hereto; (f) any liability or obligation of the Company incurred in connection with the making or performance of this Agreement; (g) except as set forth in Section 1.06 above1.03(c), any liability or obligation of the Company arising out of any Employee Benefit Plan (as defined in Article III) or any liability with respect to any pension or benefit plan of the Company or the termination of any such plan; (h) any liability or obligation of the Company for making payments of any kind (including as a result of the sale of the Assets or as a result of the termination of employment by the Company of employees or other labor claims) to employees of the Company or in respect of payroll taxes for employees of the Company, including without limitation any liabilities or obligations of the following obligations and liabilities (all such obligations and liabilities, Company arising under or with respect to the "Retained Liabilities"):Consolidated Omnibus Budget Reconciliation Act of 1985; (i) liabilities liability for unpaid Taxes all chargebacks or chargeback handling fees arising from or in connection with the Marketing Agreement which arise on the Effective Time or within the sixty (as defined in Section 2.10);60) days after the Effective Time but which relate to transactions that occurred prior to the Effective Time; and (iij) all liabilities or obligations or liabilities of Seller that relate to any of the Excluded Assets; (iii) all obligations or liabilities for any borrowed money incurred by Seller whether pre-petition or post-petition; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease of any of its properties or assets or any properties or assets previously used breach by Seller at any time the Company prior to the Closing Dateof any Assumed Contract, including without limitation any such liability of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth Company arising in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently connection with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3Marketing Agreement.

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

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

Retained Liabilities. (a) Seller shall retain and Subject to Section 2.5, Newco 1 does not assume or agree to pay, honor, satisfy, discharge or perform, and perform shall not be deemed by virtue of the execution and delivery of this Agreement or any and all obligations and liabilities not expressly assumed by Purchaser in Section 1.06 aboveAncillary Document or as a result of the consummation of the transactions contemplated hereby or thereby, including to have assumed, or to have ▇▇▇▇▇ ENERGY PARTNERS, L.P. CONTRIBUTION AGREEMENT agreed to pay, honor, satisfy, discharge or perform, any liability of any Transferor (other than the following obligations and liabilities Assumed Liabilities), whether primary or secondary, direct or indirect, known or unknown, fixed, accrued or contingent, existing prior to the Effective Time (all such obligations and liabilities, the "Retained Liabilities"):), including the following: (i) liabilities for unpaid Taxes (as defined in any liability of any Transferor not specifically assumed pursuant to Section 2.101.3(a); (ii) all obligations or any liability arising prior to the Effective Time out of any breach by any Transferor of any provisions of any Assumed Contract, including liabilities arising out of Seller that relate any Transferor's failure to perform any of Assumed Contract in accordance with its terms prior to the Excluded AssetsEffective Time; (iii) all obligations or any liability arising out of any breach by any Transferor of any provisions of any Contract (other than an Assumed Contract and other than as described in Section 1.3(b)(ii)), including liabilities for arising out of any borrowed money incurred by Seller whether pre-petition or post-petitionTransferor's failure to perform any Contract (other than an Assumed Contract and other than as described in Section 1.3(b)(ii)) in accordance with its terms; (iv) all obligations and liabilities resulting from, caused by or arising out of, directly or indirectly, the conduct of Seller's business or ownership or lease any liability of any Transferor under any Employee Benefit Plan or Benefit Arrangement arising from the operation of its properties such Transferor's businesses; (v) any liability for any Taxes payable with respect to the Contributed Assets or assets the Operations for any period or any properties portion thereof ending on or assets previously used by Seller at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract, or violation or requirement of any law or governmental regulation; (v) any and all liabilities of Seller under any employee benefit plans, whether formal or informal, whether or not set forth in writing, and whether covering one person or more than one person, sponsored or maintained by Seller. For the purposes hereof, the term "employee benefit plan" includes all plans, funds, pension funds, programs, policies, arrangements, practices, customs and understandings providing benefits of economic value to any employee, former employee, or present or former beneficiary, dependent or assignee of any such employee or former employee other than regular salary, wages or commissions paid substantially concurrently with the performance of the services for which paid. The term "employee benefit plan" includes all employee welfare benefit plans within the meaning of Article 3 (1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and all employee pension benefit plans within the meaning of Article 3