Common use of Retained Liabilities Clause in Contracts

Retained Liabilities. At Closing, the Seller shall retain all Liabilities for, and the Buyer shall not have any Liability concerning, (i) any Liabilities under the Contracts, the Lake Concession Agreement, the Mansfield Lease Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions which have arisen or accrued and pertain to the period prior to the Closing Date, including, without limitation, the Liability for the payment of any amounts due and payable or accrued but not yet due or payable prior to the Closing Date under the Contracts, and Licenses and Permits, except to the extent the Buyer receives a credit for such Liabilities under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (ii) the payment of all Taxes and ad valorem or property taxes due and payable or accrued but not yet paid prior to the Closing Date, except to the extent the Buyer has received a credit for such Taxes and ad valorem or property taxes under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (iii) any claim for personal injury to a Person or to a Person’s property (but not to the Property) which is based on any event which occurred at the Real Property prior to the Closing Date and (iv) Liabilities related to breaches of the representations and warranties contained in Sections 7.1 and 7.2 (collectively, the “Retained Liabilities”); provided, however, with the express exception of clause (iv) above, the Retained Liabilities shall not in any manner include matters related to the physical, environmental or legal compliance of the Property. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against all Liabilities (including, but not limited to, reasonable attorneys’ fees and expenses) asserted against or incurred by Buyer and arising out of the Retained Liabilities, which shall include, without limitation the pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller’s Indemnity”); provided, however, the Seller’s Indemnity with respect to clause (iv) above shall be limited by the threshold and limits on liability set forth in Section 7.3 and the Seller’s Indemnity with respect to clause (iv) above for representations and warranties under Section 7.2 shall be the obligation of EAGL Parent and not Seller.

Retained Liabilities. At ClosingNotwithstanding any other provision of this Agreement, the Seller shall retain all Liabilities for, and the Buyer shall not have assume, or otherwise be responsible for, any Liability concerning, of the following Liabilities of the Sellers that are not Assumed Liabilities (the “Retained Liabilities”): (i) any and all Liabilities under the Contractsof any Seller or any of its Subsidiaries, the Lake Concession Agreementwhether arising before, the Mansfield Lease Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions which have arisen on or accrued and pertain to the period prior to after the Closing Date, including, without limitation, the Liability for the payment of any amounts due and payable or accrued but not yet due or payable prior to the Closing Date under the Contracts, and Licenses and Permits, except to the extent resulting from or arising out of the Buyer receives a credit for such Liabilities under Section 10.6 (in which case Buyer would assume such Liability past, present or Liabilities, only to future ownership or use of any of the extent of such credit)Excluded Assets, (ii) (A) all Liabilities assumed by, retained by or agreed to be performed by Parent or its Subsidiaries pursuant to this Agreement or any of the payment Ancillary Agreements, (B) all Liabilities for Property Taxes that are specifically allocated to or made the obligation of the Sellers pursuant to Section 8.3, (C) any Excluded Pension Liabilities, and (D) all Indebtedness of any Seller or any of its Subsidiaries (other than any Purchased Entity or Subsidiary of a Purchased Entity), (iii) Taxes of the Sellers or any of their Subsidiaries (excluding any Taxes of the Purchased Entities or Subsidiaries of the Purchased Entities or any Taxes specifically allocated or made the obligation of Buyer pursuant to Section 8.3), (iv) all Liabilities, obligations, commitments, claims, and ad valorem losses related to employment, labor compensation or property taxes due and payable employee benefits of each current or accrued but not yet paid prior to former employee of Parent or its Subsidiaries (other than the Transferring Employees) whether arising before, on or after the Closing Date, except to the extent the Buyer has received a credit for such Taxes and ad valorem or property taxes under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (iii) any claim for personal injury to a Person or to a Person’s property (but not to the Property) which is based on any event which occurred at the Real Property prior to the Closing Date and (iv) Liabilities related to breaches of the representations and warranties contained in Sections 7.1 and 7.2 (collectively, the “Retained Liabilities”); provided, however, with the express exception of clause (iv) above, the Retained Liabilities shall not in any manner include matters related to the physical, environmental or legal compliance of the Property. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against all Liabilities (including, but not limited to, reasonable attorneys’ fees and expenses) asserted against or incurred as expressly assumed by Buyer and arising out of the Retained Liabilities, which shall include, without limitation the pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller’s Indemnity”); provided, however, the Seller’s Indemnity with respect to clause (iv) above shall be limited by the threshold and limits on liability as set forth in Section 7.3 9.1, (v) all Liabilities, obligations or claims relating to the Transaction Bonus Agreements, except as expressly assumed by Buyer as set forth in Section 9.1, (vi) all Liabilities, obligations, commitments or claims relating to deferred compensation, workers compensation, or long-term incentive compensation of each current or former employee of Parent or any of its Subsidiaries (other than the Transferring Employees) arising before, on or after the Closing Date, (vii) all Liabilities, obligations, commitments or claims relating to stock-based compensation (including stock options and restricted stock units) of Parent or any of its Subsidiaries which is held by current or former employees of Parent or any of its Subsidiaries (including the Seller’s Indemnity with respect to clause Business Employees), and (ivviii) above for representations and warranties under Section 7.2 shall be the obligation Liabilities of EAGL Parent and not Sellerany Seller or any of its Subsidiaries set forth on Schedule 1.4.

Retained Liabilities. At ClosingNotwithstanding anything in this Agreement to the contrary, the Seller shall retain all Liabilities for, and the Buyer shall not have assume or be deemed to assume any Liability concerningLiabilities of the Seller except for the Assumed Liabilities. Without limiting the generality of the foregoing, the Buyer shall not assume, and the Seller shall continue to bear sole responsibility for all Liabilities arising out of (i) any Liabilities under the Contracts, the Lake Concession Agreement, the Mansfield Lease Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions which have arisen or accrued and pertain claims related to the period Business Assets regarding adulterated products manufactured by the Seller, (ii) the Accounts Payable, (iii) all indebtedness of the Seller and all other Liabilities arising out of the Business Assets prior to the Closing Date, includingwhether absolute, accrued, contingent, known or unknown, asserted or unasserted, fixed or otherwise, or whether due or to become due, including without limitationlimitation any and all Liabilities for any rebates, promotions, charge-backs or other changes in pricing with respect to sales of the Liability Products for the payment of any amounts due and payable or accrued but not yet due or payable period prior to the Closing Date under Closing; (iv) claims or Liabilities arising out of or associated with the Contracts, and Licenses and Permits, except Rights Agreement; (v)(A) all Taxes of the Seller (1) unrelated to the extent ownership or operation of the Buyer receives a credit for such Liabilities under Section 10.6 Business Assets and the Business or (in which case Buyer would assume such Liability or Liabilities, only 2) related to the extent direct or indirect ownership or operation of such credit), (ii) the payment of Business Assets and the Business for all Taxes and ad valorem or property taxes due and payable or accrued but not yet paid periods prior to the Closing; (B) all Taxes, if any, imposed on the Seller and any consolidated, combined, or unitary group of which the Seller is a member as a result of the sale or transfer of the Business Assets and the Business pursuant to this Agreement; and (C) any liability of the Seller for the unpaid Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract, or otherwise; (vi) credits and payments for any returns of non-conforming Products sold by the Seller on or before the Closing Date, except to the extent the Buyer has received a credit for such Taxes and ad valorem or property taxes under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (iii) any claim for personal injury to a Person or to a Person’s property (but not to the Property) which is based on any event which occurred at the Real Property prior to the Closing Date ; and (ivvii) Liabilities related to breaches the business and operations of the representations and warranties contained in Sections 7.1 and 7.2 Seller or any of its Affiliates at any time, other than the Assumed Liabilities (collectively, the “Retained Liabilities”); provided, however, with the express exception of clause (iv) above, the Retained Liabilities shall not in any manner include matters related to the physical, environmental or legal compliance of the Property. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against all Liabilities (including, but not limited to, reasonable attorneys’ fees and expenses) asserted against or incurred by Buyer and arising out of the Retained Liabilities, which shall include, without limitation the pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller’s Indemnity”); provided, however, the Seller’s Indemnity with respect to clause (iv) above shall be limited by the threshold and limits on liability set forth in Section 7.3 and the Seller’s Indemnity with respect to clause (iv) above for representations and warranties under Section 7.2 shall be the obligation of EAGL Parent and not SellerCONFIDENTIAL TREATMENT GRANTED UNDER C.F.R. SECTION 240.24b-2. [****] INDICATES OMITTED MATERIAL THAT HAS BEEN GRANTED CONFIDENTIAL TREATMENT BY THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

Retained Liabilities. At ClosingNotwithstanding anything in this Agreement to the contrary, except for the Assumed Liabilities, Buyer does not assume and will not become responsible for any responsibility, obligation, duty, commitment, claim, contribution, cost, expense, damage or liability whatsoever, whether known or unknown, asserted or unasserted, accrued, absolute, contingent or otherwise, in law or equity (each, a “Liability” and collectively, “Liabilities”), of Seller (the Liabilities being retained by Seller are hereinafter collectively referred to as the “Retained Liabilities”). Without limiting the generality of the foregoing, and notwithstanding anything else in this Agreement to the contrary, the Seller shall retain all following are included among the Retained Liabilities for, and are not included among the Buyer shall not have any Liability concerning, Assumed Liabilities: (i) any all Liabilities under the Contracts, the Lake Concession Agreement, the Mansfield Lease Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses of Seller with respect to bank loans and Permits and Permitted Exceptions which have arisen or accrued and pertain to the period prior to the Closing Date, including, without limitation, the Liability other indebtedness for the payment of any amounts due and payable or accrued but not yet due or payable prior to the Closing Date under the Contracts, and Licenses and Permits, except to the extent the Buyer receives a credit for such Liabilities under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), borrowed money; (ii) the payment all Liabilities of all Taxes and ad valorem Seller with respect to Taxes, whether arising before or property taxes due and payable or accrued but not yet paid prior to after the Closing Date, except to the extent the allocated to Buyer has received a credit for such Taxes and ad valorem or property taxes under Section 10.6 9.4; (iii) all Liabilities and obligations of Seller related to the Excluded Assets; (iv) fees payable to any broker, finder or other Person acting in which case Buyer would assume such Liability or Liabilitiesa similar capacity on behalf of Seller in connection with the transactions contemplated by this Agreement, only including those of UBS Securities LLC and all other Seller Transaction Costs; (v) all Liabilities owed to any Affiliate of Seller; (vi) all Liabilities related to violations of Law by Seller prior to the Closing; and, (vii) except to the extent included among the Accrued Expenses, all Liabilities, including liabilities under WARN or any similar state statute (whether arising prior to or in connection with the transactions contemplated by the Transaction Documents), related to Seller’s employment or engagement as an independent contractor or employee of a third party, of any Person (or termination of such creditemployment or engagement), (iii) including Liabilities for workers’ compensation claims, Liabilities arising at any claim time under any Plans and Liabilities for personal injury to a Person any compensation arising at any time under any employment, retention or to a Person’s property (but not to the Property) which is based on guarantee agreement in effect at any event which occurred at the Real Property time prior to the Closing Date (including severance payments, change of control payments and (ivtransaction bonuses, or incentive compensation to be due or owing after the Closing) Liabilities related to breaches or benefits owed, or proper characterization of the representations and warranties contained in Sections 7.1 and 7.2 (collectively, the “Retained Liabilities”); provided, however, with the express exception of clause (iv) above, the Retained Liabilities shall not in any manner include matters related to the physical, environmental or legal compliance of the Property. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against all Liabilities (including, but not limited to, reasonable attorneys’ fees and expenses) asserted against or incurred by Buyer and arising out of the Retained Liabilities, which shall include, without limitation the pending sales tax audit disclosed on Schedule 7.1(j) (the “Sellersuch Person’s Indemnity”); provided, however, the Seller’s Indemnity with respect to clause (iv) above shall be limited by the threshold and limits on liability set forth in Section 7.3 and the Seller’s Indemnity with respect to clause (iv) above for representations and warranties under Section 7.2 shall be the obligation of EAGL Parent and not Sellerstatus.

Retained Liabilities. At Closing, Sellers agrees to reimburse AmeriPath and its Affiliates (including the Seller shall retain all Liabilities for, Practice) and the Buyer shall not have any Liability concerning, hold harmless from and against (i) any Liabilities under all liabilities of the ContractsPractice, the Lake Concession Agreementwhether known or unknown, the Mansfield Lease Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions which have arisen contingent or accrued and pertain otherwise relating to the period time periods arising or accruing prior to the Closing Date, including, without limitation, the Liability for the payment of any amounts due including all Taxes attributable to such periods and payable or accrued but not yet due or payable prior all litigation relating to the Closing Date under the Contracts, such periods and Licenses and Permits, except to the extent the Buyer receives a credit for such Liabilities under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (ii) the payment of all Taxes fees, costs and ad valorem or property taxes due and payable or accrued but not yet paid prior to the Closing Date, except to the extent the Buyer has received a credit for such Taxes and ad valorem or property taxes under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (iii) any claim for personal injury to a Person or to a Person’s property (but not to the Property) which is based on any event which occurred at the Real Property prior to the Closing Date and (iv) Liabilities related to breaches expenses of the representations lawyers and warranties contained in Sections 7.1 and 7.2 financial advisors for the Practice or the Sellers (such liabilities collectively, the “Retained Liabilities”); provided, however, with the express exception of clause (iv) above, that the Retained Liabilities shall be offset by any amounts that have been prepaid by the Practice for expenses arising after the Closing Date which benefit AmeriPath or its affiliates and which are identified by the Sellers in writing on or prior to December 31, 2005 (the “Pre-Paid Expenses”) Notwithstanding the foregoing, Retained Liabilities shall not in any manner include matters related liabilities of the Practice owed to the physicalPractice’s employees for vacation and compensatory time (up to a maximum for each employee of 120 hours) that have accrued prior to the Closing Date and that are listed in 4.12 (collectively, environmental the “Vacation Liabilities”). AmeriPath shall have the right, in its sole discretion, to pay any Retained Liability without prior notification to the Sellers and without affecting AmeriPath’s rights hereunder, including AmeriPath’s indemnification rights under this Section 4.12 or legal compliance of Section 6.2. The Retained Liabilities incurred and paid by AmeriPath on or prior to December 31, 2005, after taking into account any offset for Pre-Paid Expenses (the Property“Initial Liability Adjustment Amount”), shall be paid by Sellers in accordance with the percentages set forth on Schedule 4.13 and shall be paid on the Scheduled Payment Date, as defined in Section 4.13. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against all The Retained Liabilities (including, but not limited to, reasonable attorneys’ fees and expenses) asserted against paid or incurred by Buyer and arising out AmeriPath after December 31, 2005 (after taking into account the offset for Pre-Paid Expenses, if any) shall be paid by Sellers in accordance with the percentages set forth on Schedule 4.13 within thirty (30) days after AmeriPath provides Sellers with notice of the Retained Liabilities, which shall include, without limitation the pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller’s Indemnity”); provided, however, the Seller’s Indemnity together with respect to clause (iv) above shall be limited by the threshold and limits on liability set forth in Section 7.3 and the Seller’s Indemnity with respect to clause (iv) above for representations and warranties under Section 7.2 shall be the obligation reasonable documentation of EAGL Parent and not Sellersuch Retained Liabilities.

Retained Liabilities. At ClosingExcept for the Assumed Liabilities, Buyer shall not assume any Liabilities of Seller, whether arising before, on or after the Closing Date, and all such Liabilities (collectively the “Retained Liabilities”) shall remain the exclusive Liabilities of Seller. Notwithstanding anything to the contrary set forth in this Agreement, the Seller Assumed Liabilities shall retain all Liabilities fornot include, and the Buyer Retained Liabilities shall include, but not have be limited to, any Liability concerning, for (i) that certain TD Bank Revolving Term Note, by and between TD Bank, N.A. and Seller, and the associated loan documents (collectively, the “TD Bank Loan”); (ii) Taxes arising as a result of or with respect to the Business or the Purchased Assets with respect to any taxable period or portion thereof ending prior to the Closing Date (for this purpose, with respect to Taxes, if any, reported on a periodic basis for a period that includes, but does not end on, the Closing Date, such Taxes shall be allocated ratably on a daily basis); (iii) any Taxes of Seller or its Members, including Transfer Taxes arising out of or in connection with the transactions contemplated by this Agreement; (iv) any Liabilities under the Contracts, the Lake Concession Agreement, the Mansfield Lease Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions which have arisen or accrued and pertain obligations arising on or prior to the period Closing Date in regards to social security contributions and benefits (whether regular or increased), income Taxes and in respect of any employee benefit plans now or formerly maintained or utilized by Seller (including without limitation any liabilities arising under any Benefit Plan, regardless of when such liability accrues) as well as any liabilities and obligations in regards to any self-employed contractor or leased employees/agency workers; (v) any Liabilities or obligations of Seller arising in respect of any of its employees’ prior status as independent contractors, including without limitation, any liability for Taxes or any payroll withholdings that could be claimed by Governmental Authorities in respect of such employees; (vi) any Liability or obligations of Seller arising out of its dispute and subsequent lawsuit with Uniter; (vii) any Liabilities or obligations respecting (x) Seller’s employees accrued vacation, paid time off, salary or bonus amount that are not Assumed Liabilities pursuant to Section 2.3(c), and (y) amounts derived from any stock option plan of Seller, employee benefit or workers compensation claims, health care continuation claims under COBRA or any other employee or contractor classification claims; (viii) any Liabilities or obligations that are not Assumed Liabilities pursuant to Section 2.3(c) in respect of the employees or contractors of Seller which arise out of events occurring on or prior to the Closing Date, including, without limitation, the Liability for the payment of any amounts due and payable or accrued but not yet due limited to, Liabilities and obligations arising out of events occurring on or payable prior to the Closing Date under for violations of the ContractsHealth and Safety at Work etc. Axx 0000, the Fair Labor Standards Act, the Occupational Safety and Licenses Health Act, 29 U.S.C. and Permitsany health and safety or workers compensation legislation applicable to such employees, except any amendment thereto or regulation thereunder, ERISA, or any similar federal or state Laws as well as those prohibiting discrimination on the basis of race, sex or otherwise; (ix) all Liabilities of Seller to indemnify any Person in connection with the extent operation of the Buyer receives a credit for such Liabilities under Section 10.6 (in which case Buyer would assume such Liability Business at or Liabilities, only to the extent of such credit), (ii) the payment of all Taxes and ad valorem or property taxes due and payable or accrued but not yet paid prior to Closing, whether arising out of contract, common law or otherwise; (x) all trade accounts payable of Seller to Third Parties in connection with the Closing Date, except to the extent the Buyer has received a credit for such Taxes and ad valorem or property taxes under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent Business that remain unpaid as of such credit), (iii) any claim for personal injury to a Person or to a Person’s property (but not to the Property) which is based on any event which occurred at the Real Property prior to the Closing Date and that are past due by more than thirty (iv30) days; and (xi) any Liabilities related to breaches associated with any claims for benefits, workers’ compensation, severance, retention, termination or other payments due Transferred Employees in connection with, or as a result of, the consummation of the representations and warranties contained in Sections 7.1 and 7.2 (collectively, the “Retained Liabilities”); provided, however, with the express exception of clause (iv) above, the Retained Liabilities shall not in any manner include matters related to the physical, environmental or legal compliance of the Propertytransactions contemplated by this Agreement. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against shall be responsible for all Liabilities (including, but not limited to, reasonable attorneys’ fees and expenses) asserted against or incurred by Buyer and arising out of the Retained Liabilities, which shall include, without limitation the pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller’s Indemnity”); provided, however, the Seller’s Indemnity with respect to clause (iv) above shall be limited by the threshold and limits on liability set forth in Section 7.3 and the Seller’s Indemnity with respect to clause (iv) above for representations and warranties under Section 7.2 shall be the obligation of EAGL Parent and not Seller.

Retained Liabilities. At ClosingNotwithstanding any other provision hereof, except for Assumed Liabilities, the Seller Sellers shall retain all Liabilities forretain, and the Buyer shall not have assume or agree to pay, perform, or discharge any Liability concerningliabilities of the Sellers, including: (a) any liabilities or obligations that any Seller owes to an Affiliate thereof; (b) any liabilities or obligations that secure or relate solely to Excluded Assets; (c) except as set forth in Section 3.2 below (concerning the Buyer's payment of ½ of the commission payable to Builders Advisor Group equal to 1.5% of the Purchase Price), any liabilities or obligations owed for any broker or similar services rendered in connection with the Contemplated Transactions; (d) any employee liabilities, employee benefits or severance payments that are not Assumed Liabilities; (e) any liabilities or obligations with respect to any Employee Plans (including COBRA) that are not Assumed Liabilities; (f) any liabilities or obligations with respect to any Environmental Laws or Environmental Liabilities; provided, however, notwithstanding anything in this Agreement to the contrary, (1) Sellers reserve the right to assert any defense or right preserved for it in this Agreement or that they may otherwise raise against any third party with respect to any such potential liability and (2) Buyer shall be responsible to the extent that Buyer caused, aggravated or contributed to such liability after Closing; (g) any Seller expenses incurred in connection with this Agreement or the Contemplated Transactions; (h) to the extent arising out of the operation of the Business prior to Closing (other than Assumed Warranty Claims), any liabilities or obligations with respect to any pending or Threatened action, inquiry, investigation, or Proceeding whether involving private parties or before any administrative or other Governmental Body; (i) any Liabilities under the Contractsproduct liabilities, the Lake Concession Agreement, the Mansfield Lease Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions which have arisen or accrued and pertain to the period prior to the Closing Date, including, including without limitation, the Liability for the payment construction defects or other liabilities in respect of any amounts due and payable or accrued but not yet due or payable construction work performed prior to the Closing Date under the Contracts, and Licenses and Permits, except to the extent the Buyer receives a credit for such Liabilities under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (iiother than Assumed Warranty Claims) the payment of all Taxes and ad valorem or property taxes due and payable or accrued but not yet paid on homes closed prior to or as of the Closing Date, except to the extent the Buyer has received a credit for such Taxes and ad valorem Date or property taxes under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (iii) any claim for personal injury to a Person or to a Person’s property (but not to the Property) which is based on any event which occurred at the Real Property development work performed prior to the Closing Date on Finished Lots as of the Closing Date (such claims, "Warranty Claims"); (j) any trade accounts payable or other liabilities or obligations with respect to homes closed prior to or as of the Closing Date (k) except as other provided herein, any Taxes; and (ivl) any liability or obligation other than those Assumed Liabilities related which Buyer assumes pursuant to breaches of the representations and warranties contained in Sections 7.1 and 7.2 Section 2.3 above (collectively, the “Retained Liabilities”"); provided, however, with the express exception all of clause (iv) above, the Retained Liabilities shall not in any manner include matters related to the physical, environmental or legal compliance of the Property. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against all Liabilities (including, but not limited to, reasonable attorneys’ fees and expenses) asserted against or incurred by Buyer and arising out of the Retained Liabilities, which shall includeremain the sole responsibility of, without limitation the pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller’s Indemnity”); providedand be discharged and performed as and when due by, however, the Seller’s Indemnity with respect to clause (iv) above shall be limited by the threshold and limits on liability set forth in Section 7.3 and the Seller’s Indemnity with respect to clause (iv) above for representations and warranties under Section 7.2 shall be the obligation of EAGL Parent and not each applicable Seller.

Retained Liabilities. At All Liabilities of the Seller Group or otherwise relating to the Acquired Assets or the Business that are not Assumed Liabilities, including all Liabilities arising out of, relating to or otherwise in respect of the Excluded Assets, and all other Liabilities to the extent arising out of, relating to or otherwise in respect of the ownership, management, control, operation or conduct of the Business or the Acquired Assets at or prior to the Closing, are not part of the Transaction, will be retained by the Seller shall retain all Group and will remain the sole responsibility of the Seller Group following the Closing, including the Liabilities fordescribed further on Section 2.4 of the Disclosure Schedules (the “Retained Liabilities”), and including, for the Buyer shall avoidance of doubt, Excluded Taxes, any Indebtedness or Liabilities, which are not have any Liability concerningAssumed Liabilities, (i) incurred by the Seller Group arising out of the facts, circumstances, activities, events or conditions first occurring or first existing on or relating to the Acquired Assets or Business incurred prior to Closing or, with respect to the Acquired Assets or Business, any Liabilities arising out of, resulting from or relating to any salary, commission, bonus or incentive compensation (or other compensation to officers or employees), any environmental, health or safety matter, including any Liabilities arising under Environmental Laws, fines and penalties for violations of Environmental Law, off-site waste disposal Liabilities and any Release of, contamination by, or exposure of any Person to, Hazardous Substances, where the Contractscircumstance, the Lake Concession Agreementevent, the Mansfield Lease Agreementfact, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions which have arisen activity or accrued and pertain condition giving rise to the period such Liabilities first existed or first occurred on or prior to the Closing Date, including, without limitation, the irrespective of whether such Liability for the payment of any amounts due and payable or accrued but not yet due or payable prior attaches to the Closing Date under Seller Group or the ContractsBuyer in the first instance. The Seller hereby covenants and agrees to discharge, and Licenses and Permitsor to cause any Person of the Seller Group to discharge, except or make other provision for, all Retained Liabilities with no Liability to the extent Buyer and the Buyer receives a credit for such Liabilities under Section 10.6 (in which case Buyer would shall not assume such and shall not otherwise be obligated to pay, perform or otherwise discharge any Retained Liability or Liabilities, only to the extent of such credit), (ii) the payment of all Taxes and ad valorem or property taxes amount due and payable or accrued but not yet paid prior to the Closing Date, except to the extent the Buyer has received a credit for such Taxes and ad valorem or property taxes under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (iii) any claim for personal injury to a Person or to a Person’s property (but not to the Property) which is based on any event which occurred at the Real Property prior to the Closing Date and (iv) Liabilities related to breaches of the representations and warranties contained in Sections 7.1 and 7.2 (collectively, the “Retained Liabilities”); provided, however, with the express exception of clause (iv) above, the Retained Liabilities shall not in any manner include matters related to the physical, environmental or legal compliance of the Property. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against all Liabilities (including, but not limited to, reasonable attorneys’ fees and expenses) asserted against or incurred by Buyer and arising out of the Retained Liabilities, which shall include, without limitation the pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller’s Indemnity”); provided, however, the Seller’s Indemnity with respect to clause (iv) above shall be limited by the threshold and limits on liability set forth in Section 7.3 and the Seller’s Indemnity with respect to clause (iv) above for representations and warranties under Section 7.2 shall be the obligation of EAGL Parent and not Sellerthereunder.

Retained Liabilities. At ClosingExcept for the Assumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the Seller Contemplated Transactions, and shall retain all Liabilities have no liability for, and the Buyer shall not have any Liability concerning, (i) any Liabilities under the Contractsof any Seller (including, the Lake Concession Agreementwithout limitation, the Mansfield Lease Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions which have arisen or accrued and pertain those related to the period prior to the Closing DateBusiness) of any kind, character or description whatsoever, including, without limitation, and notwithstanding Section 1.02 above, all liabilities and obligations of Seller (i) with respect to Taxes resulting from or in any way connected with the Liability for assets of Seller or Seller’s operation of the payment of Business (including any amounts due and payable Taxes resulting from or accrued but not yet due or payable prior to in any way connected with the Closing Date under the Contracts, and Licenses and Permitstransactions contemplated by this Agreement), except as specifically assumed by Purchaser pursuant to the extent the Buyer receives a credit for such Liabilities under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit)1.02(a)(vi) above, (ii) arising out of or in any way connected with pending or threatened litigation resulting from or in any way connected with the payment operation of all Taxes and ad valorem or property taxes due and payable or accrued but not yet paid the Business prior to the Closing DateClosing, except whether or not disclosed to the extent the Buyer has received a credit for such Taxes and ad valorem or property taxes under Section 10.6 (Purchaser, including accrued fees, if any, of counsel in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit)respect thereof, (iii) for violation by any claim for personal injury Seller of any statute, ordinance, regulation, order, judgment or decree, (iv) under any Contract of any Seller as to a Person or which each Seller’s rights, benefits and privileges are not transferred and assigned to a Person’s property (but not Purchaser at the Closing, pursuant to the Propertyterms of this Agreement, (v) which is based on arising out of or in respect of any event which occurred at transaction of any Seller accruing after the Closing, (vi) owed to any Seller’s shareholders or any affiliate of a Seller or its shareholders (other than rents payable arising under the Real Property prior Lease relating to 0000 Xxxxxx Xxxxx, Xxxxxxx, Xxxxx, and amounts payable for reimbursement of business expenses incurred by employees in the ordinary course of business consistent with past practices, in each case to the extent specifically assumed pursuant to Section 1.02(a)), (vii) arising out of any Seller’s breach of this Agreement including any representation or warranty contained herein, (viii) with respect to accrued or contingent benefits or other Liabilities under any Benefit Plans, except for benefits that become payable after the Closing Date under the Assumed Plans (as defined in Section 4.09 below), (ix) arising from or relating to any claims by or on behalf of present or former employees of any Seller in respect of severance pay or benefits or termination pay or benefits and similar obligations relating to the termination of such employees’ employment with any Seller or Purchaser’s refusal to hire the same (ivother than pursuant to an offer made under Section 4.09 below), (x) Liabilities related arising from or relating to breaches any services provided to the Sellers or any Shareholder by Xxxxxxx M&A, LLP, or (xi) arising out of any obligation of any Seller to pay contingent or “earn-out” consideration with respect to any prior acquisition (other than the representations and warranties contained in Sections 7.1 and 7.2 FABCO Earn-Out Obligations) (collectively, the “Retained Liabilities”); provided, however, with the express exception of clause (iv) above, the Retained Liabilities . The Sellers shall not discharge in any a timely manner include matters related to the physical, environmental or legal compliance of the Property. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against shall make adequate provision for all Liabilities (including, but not limited to, reasonable attorneys’ fees and expenses) asserted against or incurred by Buyer and arising out of the Retained Liabilities, which provided that the Sellers shall includehave the ability to contest, without limitation the pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller’s Indemnity”); providedin good faith, however, the Seller’s Indemnity with any such claim of liability asserted in respect to clause (iv) above shall be limited thereof by the threshold and limits on liability set forth in Section 7.3 and the Seller’s Indemnity with respect to clause (iv) above for representations and warranties under Section 7.2 shall be the obligation of EAGL Parent and not Sellerany Person.

Retained Liabilities. At ClosingAll liabilities and obligations of Parent or Seller, as the case may be, including, without limitation any legal and accounting fees incurred by Parent or Seller shall retain all Liabilities for, and in connection with the Buyer shall not have any Liability concerning, (i) any Liabilities under the Contracts, the Lake Concession transactions contemplated by this Agreement, the Mansfield Lease Agreementwhether arising on, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions which have arisen or accrued and pertain to the period prior to or after the Closing Date, other than the Assumed Liabilities, are referred to as the “Retained Liabilities”. All of the Retained Liabilities, including, for the avoidance of doubt, any liabilities arising out of or relating to (a) the Parent’s financial reporting units other than the Business, (b) any management or other overhead expense of Parent or Seller that has historically been allocated to the Business, (c) the failure of Parent and Seller to (i) properly classify each Employee (as hereinafter defined) as either an employee, an independent contractor or other non-employee status or an exempt or non-exempt employee for all purposes, including but not limited to (A) tax and tax reporting purposes and (B) requirements imposed by applicable Law (as hereinafter defined) governing the payment of wages and/or (ii) pay all required wages and other compensation to each and every Employee, and/or pay all other amounts owed to any Governmental Authority or other Person relating to the Employees (including, without limitation, the Liability for the payment of any amounts due and payable or accrued but not yet due or payable prior to the Closing Date under the Contractsall employment taxes, workmen’s compensation, and Licenses disability payments (the “Employee Liabilities”) and Permits, except to the extent the Buyer receives a credit for such Liabilities under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (ii) the payment of all Taxes and ad valorem or property taxes due and payable or accrued but not yet paid prior to the Closing Date, except to the extent the Buyer has received a credit for such Taxes and ad valorem or property taxes under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (iiid) any claim for personal injury to a Person liabilities or to a Person’s property (but not to the Property) which is based on any event which occurred at the Real Property prior to the Closing Date and (iv) Liabilities related to breaches of the representations and warranties contained in Sections 7.1 and 7.2 (collectively, the “Retained Liabilities”); provided, however, obligations associated with the express exception Employee Benefits Plans and any other employee plans, programs or arrangements maintained or contributed to by Parent or Seller, or as to which Parent or Seller has or could reasonably be expected to have any outstanding liability to or in respect of clause (iv) aboveor obligation under, the Retained Liabilities shall not in any manner include matters related to the physical, environmental or legal compliance of the Property. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against all Liabilities (including, including but not limited to, reasonable attorneys’ fees and expenses) asserted against or incurred by Buyer and to liabilities arising out of the Retained Liabilitiesestablishment of, maintenance of, operation of, withdrawal from or termination of any such Employee Benefit Plans by Parent, Seller or any person with which shall include, without limitation the pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller’s Indemnity”); provided, however, the Seller’s Indemnity with respect Parent or Seller is required to clause (iv) above shall be limited by the threshold and limits on liability set forth in Section 7.3 and the Seller’s Indemnity with respect to clause (iv) above for representations and warranties treated as a single employer under Section 7.2 shall 4001(b) of the Employee Retirement Income Security Act of 1974, as amended, will remain the sole responsibility of and will be the obligation of EAGL retained, paid, performed and discharged solely by Parent and not Seller.

Retained Liabilities. At ClosingAll Liabilities of the Company other than Assumed Liabilities (the "Retained Liabilities") shall be retained and paid, performed and discharged when due by the Seller Company and Parent (provided, that the Company shall retain all Liabilities forhave the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Buyer shall not have any Liability concerning, (i) any Liabilities under the Contracts, the Lake Concession Agreement, the Mansfield Lease Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions which have arisen or accrued and pertain Assets): except to the period extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time, or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in Section 1.08); any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing DateBalance Sheet as a current liability of the Business; all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet, and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); <page>any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Liability for the payment of any amounts due and payable or accrued but not yet due or payable Commission) prior to the Closing Date under the Contracts, Transfer Time; and Licenses and Permits, except to the extent the Buyer receives a credit for such all other Liabilities under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (ii) the payment of all Taxes and ad valorem or property taxes due and payable or accrued but not yet paid prior to the Closing Date, except to the extent the Buyer has received a credit for such Taxes and ad valorem or property taxes under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (iii) any claim for personal injury to a Person or to a Person’s property (but not to the Property) which is based on any event which occurred at the Real Property prior to the Closing Date and (iv) Liabilities related to breaches of the representations and warranties contained in Sections 7.1 and 7.2 (collectively, Company other than the “Retained Assumed Liabilities”); provided, however, with the express exception of clause (iv) above, the Retained Liabilities shall not in any manner include matters related to the physical, environmental or legal compliance of the Property. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against all Liabilities (including, but not limited to, reasonable attorneys’ fees and expenses) asserted against or incurred by Buyer and arising out of the Retained Liabilities, which shall include, without limitation the pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller’s Indemnity”); provided, however, the Seller’s Indemnity with respect to clause (iv) above shall be limited by the threshold and limits on liability set forth in Section 7.3 and the Seller’s Indemnity with respect to clause (iv) above for representations and warranties under Section 7.2 shall be the obligation of EAGL Parent and not Seller.

Retained Liabilities. At ClosingIn connection with the conveyance of the Purchased Assets, the Seller shall retain all Liabilities for, and the Buyer shall not have any Liability concerningassume, (i) any Liabilities under the Contractsand Seller shall retain, the Lake Concession Agreement, the Mansfield Lease Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses all indebtedness and Permits and Permitted Exceptions which have arisen or accrued and pertain to the period prior to obligations of Seller existing at the Closing Date, including(other than, without limitationin each case, the Liability for the payment of any amounts due and payable or accrued but not yet due or payable prior to the Closing Date under the Contracts, and Licenses and Permits, except to the extent the Buyer receives a credit for such Liabilities under Section 10.6 (in which case Buyer would assume such Liability or Assumed Liabilities, only to the extent of such credit), (ii) the payment of all Taxes and ad valorem or property taxes due and payable or accrued but not yet paid prior to the Closing Date, except to the extent the Buyer has received a credit for such Taxes and ad valorem or property taxes under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (iii) any claim for personal injury to a Person or to a Person’s property (but not to the Property) which is based on any event which occurred at the Real Property prior to the Closing Date and (iv) Liabilities related to breaches of the representations and warranties contained in Sections 7.1 and 7.2 (collectively, the “Retained Liabilities”); provided) consisting of: (i) indebtedness for borrowed money, howevercapital leases or obligations for the deferred payment of the purchase price of property or services of Seller existing on or incurred prior to the Closing Date (except under any Ancillary Agreement or Assumed Affiliate Contract) (ii) liabilities (including contingent liabilities) disclosed or reserved against in the Financial Statements or due for periods after the date of such Financial Statements and incurred or accruing prior to Closing, with (iii) claims or potential claims by Medicare, Medicaid, CHAMPUS/TRICARE and other similar programs of federal or state Governmental Authorities (“Government Programs”) and/or commercial third party payors other than pursuant to Government Programs (“Private Payors”) in respect of cost reports filed by Seller, or to be filed, for periods prior to Closing relating to services rendered up and including to the express exception of clause Closing Date, (iv) aboveliabilities and obligations of Seller and its Affiliates arising under the terms of all Government Programs or Payor Agreements relating to services rendered by Seller prior to Closing (“Recoupments”), the Retained Liabilities shall not in (v) any manner include matters related liabilities or obligations to the physical, environmental or legal compliance of the Property. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against all Liabilities (including, but not limited to, reasonable attorneys’ fees and expenses) asserted against or incurred by Buyer and extent arising out of the Retained Liabilities, which shall include, without limitation the pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller’s Indemnity”); provided, however, the Seller’s Indemnity with respect to clause any of the Excluded Assets, (ivvi) above shall be limited subject to Section 11.6, any civil or criminal obligation or liability resulting from any violation by Seller prior to the threshold and limits on liability set forth in Section 7.3 and the Seller’s Indemnity Closing of Applicable Law or resulting from any investigations of Governmental Authorities, or any claims or actions by Government Authorities against, Seller with respect to clause acts or omissions of Seller prior to the Closing, (ivvii) above federal or state income tax liabilities of Seller, (viii) except for representations the Assumed Liabilities, other liabilities existing at, or indebtedness or obligations of Seller undertaken or assumed, prior to Closing, (ix) except with respect to the Hired Employees PTO Benefits, all obligations or liabilities of any nature for any compensation or benefits of any kind or nature to the employees of Seller related to services rendered prior to the Closing, (x) all obligations or liabilities arising under or related to Seller’s Employee Benefit Plans, including, without limitation, workers’ compensation claims which relate to events occurring prior to the Closing, and warranties under Section 7.2 shall be the obligation (xi) except as otherwise provided in this Agreement, performance and payment of EAGL Parent and not Sellerall obligations or liabilities incurred in respect of periods of ownership or operations by Seller prior to Closing.

Retained Liabilities. At Closing, the Seller shall retain all Liabilities liability for, and the Buyer shall not have any Liability concerningobligation or liability concerning the following (collectively, the “Retained Liabilities”): (i) 1)any liabilities under any Liabilities under the Contracts, the Lake Concession Agreement, the Mansfield Lease Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions which have arisen or accrued and pertain to the period extent such liabilities are due and payable prior to the Closing Date, including, without limitation, the Liability liability for the payment of any amounts due and payable or accrued but not yet prior to the Closing Date under any Contracts; (2)any liabilities under the Declaration as owner of the Property to the extent such liabilities are due or and payable prior to the Closing Date, including, without limitation, the liability for the payment of any amounts due and payable prior to the Closing Date under the ContractsDeclaration as owner of the Property; (3)any liabilities under the Development Agreement dated October 26, 1998 and Licenses and Permitsrecorded August 6, except 1999 in the Official Records of San Mateo County, California (the “Development Agreement”), excluding any expenses or other liabilities under the Declaration that are described or referenced in, or defined by reference to, the Development Agreement (including but not limited to obligations under Section 9.20 of the Declaration), provided, however, that neither Seller nor Buyer is hereby asserting that there are now or hereafter any liabilities under the Development Agreement other any liabilities under the Declaration that are described or referenced in, or defined by reference to, the Development Agreement; (4)any claim for personal injury or property damage which is based on any event that occurred prior to the extent Closing Date either at the Buyer receives a credit for such Liabilities under Section 10.6 Real Property or in connection with the Property; (5)any damages (including costs of cleanup, containment or other remediation) arising from or in which case Buyer would assume such Liability connection with any environmental, health or Liabilities, only safety liabilities arising out of or relating to the extent of such credit), (iii) the payment ownership or operation of all Taxes and ad valorem or property taxes due and payable or accrued but not yet paid the Property by Seller prior to the Closing Date, except to the extent the Buyer has received a credit for such Taxes or (ii) any bodily injury (including illness, disability and ad valorem or property taxes under Section 10.6 (in which case Buyer would assume such Liability or Liabilitiesdeath, only to the extent regardless of such creditwhen any bodily injury manifested itself), personal injury, property damage (iiiincluding trespass, nuisance, wrongful eviction and deprivation of the use of real property) any claim for personal injury to a Person or other damage of or to a Person’s property (but not any person or any assets in any way arising from or allegedly arising from any hazardous activity conducted by Seller with respect to the Property) which is based on any event which occurred at the Real Property prior .; and (6)any pending litigation against Seller or litigation filed against Seller after Closing pertaining to the Closing Date and (iv) Liabilities related Retained Liabilities. Notwithstanding the foregoing or anything to breaches of the representations and warranties contrary contained in Sections 7.1 this Agreement or in any other document contemplated herein or executed in connection herewith, Seller and 7.2 Buyer hereby acknowledge and agree that in no event shall Seller have any liability or obligation (collectively, as a Retained Liability or otherwise) with respect to matters for which the “Retained Liabilities”); provided, however, with the express exception of clause Lessee” under any Tenant Lease is responsible or liable (iv) above, the Retained Liabilities shall not in any manner include matters related to the physical, environmental or legal compliance of the Property. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against all Liabilities (including, including but not limited to, reasonable attorneys’ fees and expenses) asserted against to any payment or incurred by Buyer and arising out reimbursement obligations of the Retained Liabilities, which shall include, without limitation “Lessee” under the pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller’s Indemnity”Tenant Leases); provided, however, the Seller’s Indemnity with respect to clause (iv) above shall be limited by the threshold and limits on liability set forth in Section 7.3 and the Seller’s Indemnity with respect to clause (iv) above for representations and warranties under Section 7.2 shall be the obligation of EAGL Parent and not Seller. 2.

Retained Liabilities. At Closing, the Seller shall retain all Liabilities for, and the Buyer Purchaser shall not have any Liability concerningassume or be obligated to pay, (i) perform or otherwise discharge any Liabilities under the Contractsof Sellers, the Lake Concession Agreement, the Mansfield Lease Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions which have arisen or accrued and pertain to the period prior to the Closing Date, including, without limitation, the Liability for the payment of any amounts due and payable or accrued but not yet due or payable prior to the Closing Date under the Contracts, and Licenses and Permits, except to the extent the Buyer receives a credit for such other than those that are expressly assumed by Purchaser hereunder as Assumed Liabilities under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (ii) the payment of all Taxes and ad valorem or property taxes due and payable or accrued but not yet paid prior to the Closing Date, except to the extent the Buyer has received a credit for such Taxes and ad valorem or property taxes under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (iii) any claim for personal injury to a Person or to a Person’s property (but not to the Property) which is based on any event which occurred at the Real Property prior to the Closing Date and (iv) Liabilities related to breaches of the representations and warranties contained in Sections 7.1 and 7.2 (collectively, the “Retained Liabilities”); provided, however, with . Without limiting the express exception generality of clause (iv) abovethe foregoing, the Retained Liabilities shall not include the following Liabilities of Sellers: (a) Liabilities (other than the Assumed Liabilities) incurred in any manner include matters the Ordinary Course of Business existing prior to the filing of the Bankruptcy Cases that are subject to compromise under the Bankruptcy Cases; (b) all Taxes of Sellers, and all Taxes related to Sellers’ ownership or operation of the Purchased Assets or the Business, except (i) those Taxes related to the physical, environmental ownership or legal compliance operation of the Property. Seller hereby indemnifies, saves, pays, insures Purchased Assets or the Business which are attributable to taxable periods or portions thereof beginning on or after the Closing and holds Buyer harmless from and against (ii) those Taxes specified in Section 3.3(d); (c) all Liabilities arising out of (including, but not limited only to the extent relating to, reasonable attorneys’ fees and expenses) asserted against or incurred by Buyer and any of the Excluded Assets; (d) all Liabilities arising out of the Retained LiabilitiesBonds; (e) all Liabilities relating to current or former employees of Sellers or any of their current or former Affiliates, which shall includeother than Transferred Employees, without limitation the pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller’s Indemnity”); provided, however, the Seller’s Indemnity and all Liabilities with respect to clause (iv) above shall Transferred Employees arising prior to the Closing Date, except as may otherwise be limited by the threshold and limits on liability set forth provided in Section 7.3 Article IX or that are agreed to between Purchaser and the Seller’s Indemnity with respect respective Union; (f) all Liabilities relating to clause any Environmental Laws regarding any Non-Target Properties (ivother than Liabilities relating to the off-site migration of Hazardous Materials from a Real Property or Silver Xxxx Property to a Non-Target Property), irrespective of whether such Liabilities relate to actions, omissions or events that occur or exist prior to or after the Closing Date, including any Liabilities relating to Hazardous Materials that, prior to the Closing Date, were sent from a Real Property (other than by natural migration or to another Real Property or a Silver Xxxx Property) above off-site for representations and warranties under Section 7.2 shall be the obligation of EAGL Parent and not Seller.treatment, storage or disposal;

Retained Liabilities. At ClosingExcept for the Assumed Liabilities, the Seller shall retain all Liabilities for, and the Buyer Purchasers shall not have assume, or be deemed to assume, under this Agreement or otherwise by reason of the Contemplated Transactions, any Liability concerningother liabilities, (i) obligations or commitments of the Sellers of any Liabilities under the Contracts, the Lake Concession Agreement, the Mansfield Lease Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions which have arisen or accrued and pertain to the period prior to the Closing Datenature whatsoever, including, without limitation, the Liability for the payment of any amounts due and payable or accrued but not yet due limited to, any liability or payable prior to the Closing Date under the Contracts, and Licenses and Permits, except to the extent the Buyer receives a credit for such Liabilities under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (ii) the payment of all Taxes and ad valorem or property taxes due and payable or accrued but not yet paid prior to the Closing Date, except to the extent the Buyer has received a credit for such Taxes and ad valorem or property taxes under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (iii) any claim for personal injury to a Person or to a Person’s property (but not to the Property) which is based on any event which occurred at the Real Property prior to the Closing Date and (iv) Liabilities related to breaches obligation of the representations Sellers listed in Section 2.2(c) of the Disclosure Schedule and warranties contained in Sections 7.1 and 7.2 Retained Inventory Liabilities (as defined herein) (collectively, the “Retained Liabilities”). For the sake of clarification, the Sellers shall be responsible for any and all Retained Liabilities, including, but not limited to, any and all liabilities, payable debts, amounts due and obligations that have been incurred, undertaken, ordered or otherwise engaged by the Sellers with respect to the Driver Games and Franchise and Company’s Business prior to Closing (this includes payments for all milestones approved by Sellers regardless of whether such have been invoiced to Sellers, including, but not limited to, Milestone 7 (May), Milestone 8 (June) and Milestone 9 (July) for the PSP Driver game; and further, Sellers shall not unreasonably withhold or delay Sellers’ approval of milestones), which if not discharged or paid in full prior to Closing shall be part of the Retained Liabilities after Closing. The Sellers shall discharge in a timely manner any and all of the Retained Liabilities that in any way affect the Acquired Assets and in such a manner so the Acquired Assets are not damaged or their use or enjoyment prejudiced or infringed upon in any manner. Failure to do so will be a Material Adverse Change for the Purchasers and any damages, losses, expenses, costs or attorneys’ fees shall be deemed Purchasers’ Losses. Without limiting what is said in the preceding sentence, the Sellers shall be responsible for: (i) all the financial liabilities (A) associated with the use in Driver: Parallel Lines of specific musical compositions and/or sound recordings and/or (B) arising out of or relating to the mechanical rights thereto under the agreements set forth in Section 2.2(b) of the Disclosure Schedule (the “Retained Music Liabilities”) unless they become Later Assumed Liabilities; provided, however, with the express exception of clause (iv) above, the that any and all Retained Liabilities shall not in any manner include matters related to the physical, environmental or legal compliance of the Property. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against all Music Liabilities (including, but not limited to, reasonable attorneys’ fees and expensesundischarged mechanical rights costs) asserted against or incurred by Buyer and arising out as of the Retained Liabilitiesend of the twelve (12) month period after the Closing Date that exceed the limit of £300,000 shall remain Sellers’ sole responsibility and liability; for (ii) all salaries and wages (including taxes, which shall includevacation and sick pay) accrued and unpaid as of the close of business on the date before the Closing Date for the Company Employees listed in Section 2.1(a)(iii) of the Disclosure Schedule; and for (iii) each lease and sublease set forth on Section 3.16 of the Disclosure Schedule (including, without limitation limitation, that certain lease with respect to the pending sales tax audit disclosed on Schedule 7.1(j) office building located at Cxxxxxx Xxxxxx Xxxxx, Xxxxxxx Xxxxxx, Xxx Xxxxxx, Xxxxxx Xxxxxxx, hereinafter referred to as the “Orchard Street Lease”), except for those certain financial obligations that will belong to Purchasers pursuant to the agreement to sublease by and between Sellers and Purchasers with respect to the Orchard Street Lease (the “Seller’s IndemnitySublease Agreement”); provided. The Sellers shall be responsible for all liabilities associated with or belonging to all Inventory that the Sellers sell, howeverdistribute, place or otherwise move into the distribution channel relating to the Games, including all returns, price protections, markdowns and any other allowances or liabilities for such Inventory (collectively, the Seller’s Indemnity with respect to clause (iv) above shall be limited by the threshold and limits on liability set forth in Section 7.3 and the Seller’s Indemnity with respect to clause (iv) above for representations and warranties under Section 7.2 shall be the obligation of EAGL Parent and not Seller“Retained Inventory Liabilities”).

Retained Liabilities. At ClosingExcept for the Assumed Liabilities, the Seller shall retain all Liabilities for, and the Buyer shall not have any Liability concerningobligation for, or with respect to, any Liabilities of Asset Seller of any nature whatsoever (whether asserted or unasserted, absolute or contingent, liquidated or unliquidated, accrued or unaccrued, whether due or to become due, and whether incurred prior to, on or after the Closing Date), including those arising from or relating to: (i) any Liabilities under the Contracts, the Lake Concession Agreement, the Mansfield Lease Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions which have arisen Asset Seller’s operations on or accrued and pertain to the period prior to the Closing Date, includingincluding any Liability arising from the actual or alleged breach of any applicable Law (including any Liability arising under Environmental Law and relating to, without limitationor arising from, Asset Seller, the Liability for Business as operated by the payment of any amounts due and payable Asset Seller, or accrued but not yet due the Purchased Assets, including relating to, or payable prior to the Closing Date under the Contracts, and Licenses and Permits, except to the extent the Buyer receives a credit for such Liabilities under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit)arising from, (iix) the payment of all Taxes and ad valorem Leased Property or any other real property taxes due and payable now or accrued but not yet paid previously owned, operated or leased by Asset Seller, in each case for periods prior to the Closing Date, except to (y) the extent off-site transportation, disposal or arranging for the Buyer has received a credit off-site disposal of any Hazardous Materials, or (z) the release of Hazardous Materials in, at, on, from or emanating from the Leased Property or any other real property presently or formerly owned, operated or leased by Asset Seller), (ii) any Indebtedness of Asset Seller that is not fully reflected or reserved for such Taxes and ad valorem or property taxes under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to on the extent of such credit)Final Adjustment Statement, (iii) any claim for personal injury to a Person Business Plans owned by the Asset Seller, (iv) the breach of any Contract by Asset Seller occurring on or to a Person’s property (but not prior to the PropertyClosing Date, (v) which is based any litigation or proceeding pending against Asset Seller, (vi) any product manufactured, distributed, shipped or sold, and any services provided (or the alleged failure to provide such services) by Asset Seller on any event which occurred at the Real Property or prior to the Closing Date (without regard to (x) the basis or theory of claim (negligence, strict tort, breach of express or implied warranty, fraud or failure to warn, test, inspect or instruct, infringement claims and any related claims, or otherwise), (y) the nature of the damages sought (property damage, economic loss, personal injury, wrongful death or other), or (z) whether the claim arose or is asserted before or after the Closing), (vii) any claims pending, or that may hereafter be made, against Asset Seller or any failure by Asset Seller to comply with all applicable Law regarding current or former employees or other service providers, (viii) any violation of fraudulent transfer or bulk sales laws by Asset Seller or Liabilities relating to or arising from any “defacto merger” or “successor in interest” theories of Liability, (ix) any Selling Expenses of the Asset Seller Parties, (x) the Taxes of the Asset Seller (including any liability for either failing to file any Tax Return or for unpaid Taxes of the Asset Seller, including based upon a Taxing Authority’s re-characterization of a reported transaction), any Taxes related to the operation of the Business prior to the Closing, any Taxes related to, or imposed upon, the Purchased Assets, or their ownership, prior to the Closing, any obligations of Asset Seller to indemnify or otherwise assume or succeed to the Tax liability of any other Person by reason of Contract, assumption, transferee liability, operation of applicable Law, Section 1.1502-6 of the Treasury Regulations (or any predecessor or successor thereof, or any analogous or similar provision under applicable Law) or otherwise, and any and all Transfer Taxes, and (ivxi) any Excluded Asset, including any Excluded Contract (the Liabilities related listed and described in this paragraph being collectively referred to breaches of the representations and warranties contained in Sections 7.1 and 7.2 (collectively, as the “Retained Liabilities,” and each a “Retained Liability”); provided, however, with the express exception of clause (iv) above, the Retained Liabilities shall not in any manner include matters related to the physical, environmental or legal compliance of the Property. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against all Liabilities (including, but not limited to, reasonable attorneys’ fees and expenses) asserted against or incurred by Buyer and arising out of the Retained Liabilities, which shall include, without limitation the pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller’s Indemnity”); provided, however, the Seller’s Indemnity with respect to clause (iv) above shall be limited by the threshold and limits on liability set forth in Section 7.3 and the Seller’s Indemnity with respect to clause (iv) above for representations and warranties under Section 7.2 shall be the obligation of EAGL Parent and not Seller.

Retained Liabilities. At ClosingExcept for the Assumed Liabilities, -------------------- Purchaser shall not assume by virtue of this Agreement or the Seller transactions contemplated hereby, and shall retain all Liabilities have no liability for, and the Buyer any Liabilities of Seller (including, without limitation, all Players Club Liabilities relating to members of Seller's "slot club" who shall not have earned any Liability concerning, (i) any Liabilities under additional credits in such slot club after the Contracts, the Lake Concession Agreement, the Mansfield Lease Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions date which have arisen or accrued and pertain to the period is six months prior to the Closing Date, including, without limitation, the Liability for the payment of or any amounts due and payable or accrued but not yet due or payable prior to the Closing Date under the Contracts, and Licenses and Permits, except to the extent the Buyer receives a credit for such Liabilities under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (ii) the payment of all Taxes and ad valorem or property taxes due and payable or accrued but not yet paid prior to the Closing Date, except to the extent the Buyer has received a credit for such Taxes and ad valorem or property taxes under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (iii) any claim for personal injury to a Person or to a Person’s property (but not to the Property) which is based on any event which occurred at the Real Property prior to the Closing Date and (iv) Liabilities related to breaches of the representations and warranties contained in Sections 7.1 and 7.2 (collectively, the “Retained Liabilities”); provided, however, with the express exception of clause (iv) above, the Retained Liabilities shall not in any manner include matters other liabilities related to the physicalBusiness) of any kind, environmental character or legal compliance description whatsoever, including those Liabilities listed in Section 1.02(b) of the Property. Seller hereby indemnifies, saves, pays, insures ---------------------- Disclosure Schedule (the "Retained Liabilities") and holds Buyer harmless from and against all Liabilities (and ------------------- -------------------- obligations under collective bargaining agreements, whether oral or written, to which Seller is a party; any decision or order of the NLRB, any judicial decision or order enforcing a decision or order of the NLRB or any decision or order of an NLRB Administrative Law Judge, whether or not any such decision or order specifies a remedy, and regardless of what type of remedy ordered, including but not limited to provisional, injunctive, or final remedies of any kind; any agreement in settlement of any unfair labor practice charge or employee grievance, whether formal or informal, and whether with or without the approval of an NLRB Administrative Law Judge, NLRB General Counsel, any NLRB Regional Director or other NLRB representative or agent, the NLRB, or a court of law, and regardless of the charging party's participation or non-participation; any NLRB advisory opinion or declaratory order, including, but not limited to, reasonable attorneys’ fees opinions or orders pertaining to jurisdictional issues; any subpoena issued to Seller by or with the authorization of an NLRB Regional Director, NLRB Administrative Law Judge, the NLRB, or a court of law. The Retained Liabilities, including, without limitation, those set forth above, apply specifically but not exclusively to the following NLRB case numbers: 28-CA-12228; 28-CA-12677; 28-CA-11679; 28-CA-11707; 28-CA-11719; 28-CA-11772; 28-CA-11826; 28-CA-11874; 28-CA-11992; 28-CA-11995; 28-CA-12021; 28-CA-12097; 28-CA-13321; 28-CA-13367-2; 28-CA-13727; 28-CA-14032; 28-CA-14122; 28-CA-14304; 28-CA-14375; 28-CA-14489; 28-CA-14758; 28-CA-14820; 28-CA-15074; 28-CA-15074-2; 28-CA-15235; 28-CA-15743-2; 28-CA-15743-3; 28-CA-16255; 28-CA-16313; 28-CA-16313-2; 28-CA-16313-3; and expenses) asserted against 28-CA-16440. Seller shall, and Parent shall cause Seller to, discharge in a timely manner or incurred by Buyer and arising out shall make adequate provision for all of the Retained Liabilities, which provided that Seller shall includehave the ability to contest, without limitation the pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller’s Indemnity”); providedin good faith, however, the Seller’s Indemnity with any such claim of liability asserted in respect to clause (iv) above shall be limited thereof by the threshold any Person other than Purchaser and limits on liability set forth in Section 7.3 and the Seller’s Indemnity with respect to clause (iv) above for representations and warranties under Section 7.2 shall be the obligation of EAGL Parent and not Sellerits Affiliates.

Retained Liabilities. At ClosingExcept for the Assumed Liabilities, Purchaser shall not assume by virtue of this Agreement or the Seller transactions contemplated hereby, and shall retain all Liabilities have no liability for, and the Buyer any Liabilities of Seller (including, without limitation, all Players Club Liabilities relating to members of Seller's "slot club" who shall not have earned any Liability concerning, (i) any Liabilities under additional credits in such slot club after the Contracts, the Lake Concession Agreement, the Mansfield Lease Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions date which have arisen or accrued and pertain to the period is six months prior to the Closing Date, including, without limitation, the Liability for the payment of or any amounts due and payable or accrued but not yet due or payable prior to the Closing Date under the Contracts, and Licenses and Permits, except to the extent the Buyer receives a credit for such Liabilities under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (ii) the payment of all Taxes and ad valorem or property taxes due and payable or accrued but not yet paid prior to the Closing Date, except to the extent the Buyer has received a credit for such Taxes and ad valorem or property taxes under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (iii) any claim for personal injury to a Person or to a Person’s property (but not to the Property) which is based on any event which occurred at the Real Property prior to the Closing Date and (iv) Liabilities related to breaches of the representations and warranties contained in Sections 7.1 and 7.2 (collectively, the “Retained Liabilities”); provided, however, with the express exception of clause (iv) above, the Retained Liabilities shall not in any manner include matters other liabilities related to the physicalBusiness) of any kind, environmental character or legal compliance description whatsoever, including those Liabilities listed in SECTION 1.02(b) OF THE DISCLOSURE SCHEDULE (the "RETAINED LIABILITIES") and all Liabilities and obligations under collective bargaining agreements, whether oral or written, to which Seller is a party; any decision or order of the Property. Seller hereby indemnifiesNLRB, savesany judicial decision or order enforcing a decision or order of the NLRB or any decision or order of an NLRB Administrative Law Judge, payswhether or not any such decision or order specifies a remedy, insures and holds Buyer harmless from regardless of what type of remedy ordered, including but not limited to provisional, injunctive, or final remedies of any kind; any agreement in settlement of any unfair labor practice charge or employee grievance, whether formal or informal, and against all Liabilities (whether with or without the approval of an NLRB Administrative Law Judge, NLRB General Counsel, any NLRB Regional Director or other NLRB representative or agent, the NLRB, or a court of law, and regardless of the charging party's participation or non-participation; any NLRB advisory opinion or declaratory order, including, but not limited to, reasonable attorneys’ fees opinions or orders pertaining to jurisdictional issues; any subpoena issued to Seller by or with the authorization of an NLRB Regional Director, NLRB Administrative Law Judge, the NLRB, or a court of law. The Retained Liabilities, including, without limitation, those set forth above, apply specifically but not exclusively to the following NLRB case numbers: 28-CA-12228; 28-CA-12677; 28-CA-11679; 28-CA-11707; 28-CA-11719; 28-CA-11772; 28-CA-11826; 28-CA-11874; 28-CA-11992; 28-CA-11995; 28-CA-12021; 28-CA-12097; 28-CA-13321; 28-CA-13367-2; 28-CA-13727; 28-CA-14032; 28-CA-14122; 28-CA-14304; 28-CA-14375; 28-CA-14489; 28-CA-14758; 28-CA-14820; 28-CA-15074; 28-CA-15074-2; 28-CA-15235; 28-CA-15743-2; 28-CA-15743-3; 28-CA-16255; 28-CA-16313; 28-CA-16313-2; 28-CA-16313-3; and expenses) asserted against 28-CA-16440. Seller shall, and Parent shall cause Seller to, discharge in a timely manner or incurred by Buyer and arising out shall make adequate provision for all of the Retained Liabilities, which provided that Seller shall includehave the ability to contest, without limitation the pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller’s Indemnity”); providedin good faith, however, the Seller’s Indemnity with any such claim of liability asserted in respect to clause (iv) above shall be limited thereof by the threshold any Person other than Purchaser and limits on liability set forth in Section 7.3 and the Seller’s Indemnity with respect to clause (iv) above for representations and warranties under Section 7.2 shall be the obligation of EAGL Parent and not Sellerits Affiliates.

Retained Liabilities. At ClosingAll Liabilities of the Company other than Assumed Liabilities (the "Retained Liabilities") shall be retained and paid, performed and discharged when due by the Seller Company and Parent (provided, that the Company shall retain all Liabilities forhave the ability to contest, in good faith, any such claim of liability asserted in respect thereof by any Person other than Purchaser and its Affiliates, so long as such contest does not result in a Lien upon any of the Buyer shall not have any Liability concerning, (i) any Liabilities under the Contracts, the Lake Concession Agreement, the Mansfield Lease Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions which have arisen or accrued and pertain Assets): except to the period extent any such liability is reflected on the Closing Date Balance Sheet as a current liability of the Business, any loss or liability of the Company of any nature or description, whether liquidated or contingent, to the extent (a) resulting from events or conditions which occurred or existed prior to the Transfer Time or (b) arising out of or relating to the Excluded Assets (including those items identified as Retained Liabilities in Section 1.08); any loss or liability relating to current or former employees of the Business (and their eligible dependents and beneficiaries), including with respect to employment or Benefit Plans, which accrued on or prior to the Transfer Time, except to the extent that such liability is reflected on the Closing DateBalance Sheet as a current liability of the Business; all Liabilities with respect to gaming chips and tokens issued by the Company (but not progressive meters), except as provided otherwise herein; all Liabilities related to Benefit Plans, except to the extent that such liability is reflected on the Closing Balance Sheet as a current liability of the Business; all Indebtedness (other than current accounts payable or accrued expenses of the Company incurred or accrued in the ordinary course of business, but only to the extent that the accrual for such payables and expenses has been properly reflected on the Closing Balance Sheet and other than to the extent arising following the Transfer Time under Contracts that constitute Assets); any Liability, whether currently in existence or arising hereafter, owed by the Company to any of its Affiliates; all Liabilities related to any fines or penalties imposed against the Company (or with respect to the Business or any Asset) by any Governmental or Regulatory Authority (including, without limitation, the Liability for the payment of any amounts due and payable or accrued but not yet due or payable Commission) prior to the Closing Date under the Contracts, Transfer Time; and Licenses and Permits, except to the extent the Buyer receives a credit for such <page>all other Liabilities under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (ii) the payment of all Taxes and ad valorem or property taxes due and payable or accrued but not yet paid prior to the Closing Date, except to the extent the Buyer has received a credit for such Taxes and ad valorem or property taxes under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (iii) any claim for personal injury to a Person or to a Person’s property (but not to the Property) which is based on any event which occurred at the Real Property prior to the Closing Date and (iv) Liabilities related to breaches of the representations and warranties contained in Sections 7.1 and 7.2 (collectively, Company other than the “Retained Assumed Liabilities”); provided, however, with the express exception of clause (iv) above, the Retained Liabilities shall not in any manner include matters related to the physical, environmental or legal compliance of the Property. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against all Liabilities (including, but not limited to, reasonable attorneys’ fees and expenses) asserted against or incurred by Buyer and arising out of the Retained Liabilities, which shall include, without limitation the pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller’s Indemnity”); provided, however, the Seller’s Indemnity with respect to clause (iv) above shall be limited by the threshold and limits on liability set forth in Section 7.3 and the Seller’s Indemnity with respect to clause (iv) above for representations and warranties under Section 7.2 shall be the obligation of EAGL Parent and not Seller.

Retained Liabilities. At Closing, the Seller Sellers shall retain all Liabilities forresponsibility for performing when due, and the Buyer shall not assume or have any Liability concerningresponsibility for, all liabilities of Sellers related to the Business and the Purchased Assets other than the Assumed Liabilities, including (i) any Liabilities under the Contracts, ownership and operation of the Lake Concession Agreement, Business and the Mansfield Lease Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions which have arisen or accrued and pertain to the period Purchased Assets prior to the Closing DateClosing; (ii) the Excluded Assets; (iii) the termination of any employees of Sellers who are not Transferred Employees; (iv) Transferred Employees who do not report for work with Buyer upon the Closing; (v) certain indebtedness of the Sellers set forth on Schedule 1.4; (vi) any refund, recoupment, and any penalty obligations for services rendered and billed by the Business or its employees prior to Closing, regardless of when such obligations are discovered or due; and (vii) any liability relating to or arising out of any employment action or practice in connection with Seller’s employment or termination of employment of any persons currently or formerly employed or seeking to be employed by the Sellers, including liabilities based upon breach of employment contract, employment discrimination, wrongful termination, wage and hour compliance (including, without limitation, employee classification, overtime and minimum wage obligations), independent contractor classification, health and safety requirements, immigration and/or worker authorization requirements, disability accommodation and leave laws, workers’ compensation, constructive termination, failure to give reasonable notice or pay in lieu of notice, severance or termination pay or the Liability for Consolidated Omnibus Budget Reconciliation Act, as amended, the payment Employee Retirement Income Security Act of 1974, as amended, the Worker Adjustment Retraining Notification Act of 1988, as amended, the Fair Labor Standards Act, as amended, or the National Labor Relations Act, as amended, or any equivalent state, municipal, county, local, foreign or other Applicable Law. Notwithstanding anything to the contrary contained herein, any amounts that come due and payable pursuant to this Section 1.4(a)(vi) or accrued but not yet due or payable prior related to the Closing Date under the Contracts, and Licenses and Permits, except to the extent the Buyer receives a credit for such Liabilities under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such creditliabilities listed on Schedule 2.12(b), if any, shall be offset as set forth in Section 7.6(e) subject to Sellers’ and Owner’s prior written consent. 6 (iia) For the payment purposes of all Taxes and ad valorem or property taxes due and payable or accrued but not yet paid prior to this Agreement, the Closing Date, except to the extent the Buyer has received a credit for such Taxes and ad valorem or property taxes under liabilities described in Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (iii1.4(a) any claim for personal injury to a Person or to a Person’s property (but not to the Property) which is based on any event which occurred at the Real Property prior to the Closing Date and (iv) Liabilities related to breaches of the representations and warranties contained in Sections 7.1 and 7.2 (collectively, shall collectively be the “Retained Liabilities”); provided, however, with the express exception of clause (iv) above, the Retained Liabilities shall not in any manner include matters related to the physical, environmental or legal compliance of the Property. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against all Liabilities (including, but not limited to, reasonable attorneys’ fees and expenses) asserted against or incurred by Buyer and arising out of the Retained Liabilities, which shall include, without limitation the pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller’s Indemnity”); provided, however, the Seller’s Indemnity with respect to clause (iv) above shall be limited by the threshold and limits on liability set forth in Section 7.3 and the Seller’s Indemnity with respect to clause (iv) above for representations and warranties under Section 7.2 shall be the obligation of EAGL Parent and not Seller.1.4

Retained Liabilities. At Closing, the Seller shall retain all Liabilities for, and the Buyer shall not have any Liability concerning, for (i) any Liabilities under the Contracts, the Lake Concession Agreement, the Mansfield Lease Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions which have arisen or accrued and pertain to the period prior to the Closing Date, including, without limitation, the Liability for the payment of any amounts due and payable or accrued but not yet due or payable prior to the Closing Date under the Tenant Leases, Contracts, Trade Payables and Licenses and Permits, except to the extent the Buyer receives Purchaser has received a credit for such Liabilities under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit)11.2, (ii) the payment of all Taxes and ad valorem or property taxes due and payable or accrued but not yet paid due or payable prior to the Closing DateClosing, except to the extent the Buyer Purchaser has received a credit for such Taxes and ad valorem or property taxes under Section 10.6 11.2, (in which case Buyer would assume such Liability or Liabilities, only iii) with respect to the employment of any Employees to the extent arising or accruing or earned prior to the Closing, including the payment of any Compensation, bonus or incentive compensation, or Earned Vacation due to such creditEmployees, (iv) any lien, encumbrance, liability or obligation of any nature whatsoever, whether fixed or contingent, recorded or unrecorded, known or unknown, with respect to the Hotel (to the extent accrued as of the Closing whether known to have existed by Seller at the Closing or otherwise, including, without limitation, any and all obligations and liabilities that are known to Seller as of the Closing or become known to Seller after the Closing for acts or omissions (including, without limitation, personal injury or property damage or breach of contract) the events giving rise to which occurred prior to the Closing (whether known to have existed at the Closing or otherwise), but subject to Section 15.8, and (iiiv) any claim for personal injury or property damage to a Person or (other than any Purchaser Indemnitee in connection with any matter for which Purchaser is to a Person’s property (but not indemnify Seller Indemnitees pursuant to the PropertySection 4.1.5) which injury or damage occurred prior to Closing and is based on any event which occurred at the Real Property prior to during the Closing Date and (iv) Liabilities related to breaches period of Seller’s ownership of the representations and warranties contained in Sections 7.1 and 7.2 Property, including, without limitation, any litigation disclosed on Schedule 2.4 (collectively, the “Retained Liabilities”); provided, however, with . The Parties rights and obligations under this Section 2.4 shall survive the express exception of clause (iv) above, the Retained Liabilities shall not in any manner include matters related to the physical, environmental or legal compliance of the Property. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against all Liabilities (including, but not limited to, reasonable attorneys’ fees and expenses) asserted against or incurred by Buyer and arising out of the Retained Liabilities, which shall include, without limitation the pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller’s Indemnity”); provided, however, the Seller’s Indemnity with respect to clause (iv) above shall be limited by the threshold and limits on liability set forth in Section 7.3 and the Seller’s Indemnity with respect to clause (iv) above for representations and warranties under Section 7.2 shall be the obligation of EAGL Parent and not SellerClosing.

Retained Liabilities. At Closing, the Seller shall retain all Liabilities for, and the Buyer shall not have any Liability concerning, (i) any Liabilities under the Contracts, the Lake Clear Creek Concession Agreement, the Mansfield Lease Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions which have arisen or accrued and pertain to the period prior to the Closing Date, including, without limitation, the Liability for the payment of any amounts due and payable or accrued but not yet due or payable prior to the Closing Date under the Contracts, and Licenses and Permits, except to the extent the Buyer receives a credit for such Liabilities under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (ii) the payment of all Taxes and ad valorem or property taxes due and payable or accrued but not yet paid prior to the Closing Date, except to the extent the Buyer has received a credit for such Taxes and ad valorem or property taxes under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (iii) any claim for personal injury to a Person or to a Person’s property (but not to the Property) which is based on any event which occurred at the Real Property prior to the Closing Date and (iv) Liabilities related to breaches of the representations and warranties contained in Sections Section 7.1 and 7.2 (collectively, the “Retained Liabilities”); provided, however, with the express exception of clause (iv) above, the Retained Liabilities shall not in any manner include matters related to the physical, environmental or legal compliance of the Property. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against all Liabilities (including, but not limited to, reasonable attorneys’ fees and expenses) asserted against or incurred by Buyer and arising out of the Retained Liabilities, which shall include, without limitation the pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller’s Indemnity”); provided, however, the Seller’s Indemnity with respect to clause (iv) above shall be limited by the threshold and limits on liability set forth in Section 7.3 and the Seller’s Indemnity with respect to clause (iv) above for representations and warranties under Section 7.2 shall be the obligation of EAGL Parent and not Seller.;

Retained Liabilities. At ClosingAll Liabilities of the Sellers not specifically included in the Assumed Liabilities will remain the sole responsibility of the Sellers, will be retained, paid, performed and discharged solely by the Seller shall retain all Liabilities forSellers, and the Buyer shall are expressly not have any Liability concerning, being assumed by Purchaser as Assumed Liabilities (i) any Liabilities under the Contracts, the Lake Concession Agreement, the Mansfield Lease Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions which have arisen or accrued and pertain to the period prior to the Closing Date, including, without limitation, the Liability for the payment of any amounts due and payable or accrued but not yet due or payable prior to the Closing Date under the Contracts, and Licenses and Permits, except to the extent the Buyer receives a credit for such Liabilities under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (ii) the payment of all Taxes and ad valorem or property taxes due and payable or accrued but not yet paid prior to the Closing Date, except to the extent the Buyer has received a credit for such Taxes and ad valorem or property taxes under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (iii) any claim for personal injury to a Person or to a Person’s property (but not to the Property) which is based on any event which occurred at the Real Property prior to the Closing Date and (iv) Liabilities related to breaches of the representations and warranties contained in Sections 7.1 and 7.2 (collectively, the “Retained Liabilities”); provided, however, with . For the express exception avoidance of clause (iv) abovedoubt, the Retained Liabilities shall not in any manner will expressly include matters (without limitation): (i) Liabilities related to the physicalTaxes, environmental or legal compliance of the Property. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against all Liabilities (including, but not limited to, reasonable attorneys’ fees and expenses) asserted against or incurred by Buyer and arising out of the Retained Liabilities, which shall include, without limitation the pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller’s Indemnity”); provided, however, the Seller’s Indemnity with respect to clause (iv) above shall be limited by the threshold and limits on liability except as otherwise set forth in Section 7.3 6.2(d); (ii) all Liabilities related to the Excluded Assets, (iii) the Sellers’ expenses pursuant to Section 5.6 herein, (iv) all product liability, all returns, all recalls, and all warranty liability in excess of the Seller’s Indemnity Warranty Reserve with respect to clause sales made by, or product manufactured by, the Sellers, other than Initial Claims, (ivv) above for representations all Liabilities that arise out of or in connection with any violation of or non-compliance of the Sellers with any applicable Laws, (vi) all refunds due to third parties with respect to the Business, which obligations were incurred or relate to events that occurred on or prior to the Closing Date; (vii) all employee wages and/or accrued benefits through the Closing Date; (viii) all accounts payable; (ix) all accrued expenses; (x) all Transactions Expenses; (xi) all Liabilities related to Indebtedness, except with respect to the post-Closing obligations with respect to the Purchased Contracts; (xii) all Liabilities related to any Employee Benefit Plan; (xiii) all Liabilities related to any real property owned or leased by any Seller; and warranties under Section 7.2 shall be (xiv) any other Liabilities of the obligation of EAGL Parent and Sellers not Sellerspecifically included in the Assumed Liabilities.

Retained Liabilities. At Closing, All Liabilities other than the Seller Assumed Liabilities shall retain all remain Liabilities forof Seller, and the Buyer Purchaser shall not have any Liability concerning, (i) assume or pay any Liabilities under (including any future legal actions) relating to or arising out of the Contractsownership, conduct or operation of the Lake Concession Agreement, Business or the Mansfield Lease Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions which have arisen Purchased Assets on or accrued and pertain prior to the period Closing Date or otherwise arising out of events occurring or conditions existing on or prior to the Closing Date, including, without limitation, other than the Liability for the payment of any amounts due and payable or accrued but not yet due or payable prior to the Closing Date under the Contracts, and Licenses and Permits, except to the extent the Buyer receives a credit for such Assumed Liabilities under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (ii) the payment of all Taxes and ad valorem or property taxes due and payable or accrued but not yet paid prior to the Closing Date, except to the extent the Buyer has received a credit for such Taxes and ad valorem or property taxes under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (iii) any claim for personal injury to a Person or to a Person’s property (but not to the Property) which is based on any event which occurred at the Real Property prior to the Closing Date and (iv) Liabilities related to breaches of the representations and warranties contained in Sections 7.1 and 7.2 (collectively, the “Retained Liabilities”); provided. Except as otherwise expressly provided in Section 1.3 above, howeverthe Purchaser does not assume or agree to be liable for any Retained Liabilities, including without limitation, (i) any Liability (whether direct or as a result of successor liability, transferee liability, joint and several liability or contractual liability) for Taxes related to the Retained Assets, the Business or any Hired Employee (other than the Assumed Taxes) for periods (or portions thereof) ending on or before the Closing Date, (ii) any Liability (whether direct or as a result of successor liability, transferee liability, joint and several liability or contractual liability) for income Taxes or Taxes that are unrelated to the Purchased Assets, the Business or any Hired Employee (including without limitation, any sales Taxes payable with respect to accounts receivable collected by Seller prior to the express exception of clause Closing and not being acquired by Purchaser hereunder), (iv) any Liability under any Contract not assumed by the Purchaser under Section 1.3(a) above, (v) any Liability (including certain notes and accounts payable) listed on Schedule 1.3 under the Retained heading “Liabilities shall not in to be Assumed,” (vi) any manner include matters related Liability under or with respect to the physicalany Employee Benefit Plan that is not a Transferred Plan, environmental or legal compliance of the Property. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against all Liabilities (including, but not limited to, reasonable attorneys’ fees and expensesvii) asserted against or incurred by Buyer and any Liability arising out of any claim, cause of action, proceeding or other litigation (whether brought against Seller or Purchaser before or after the Retained LiabilitiesClosing) arising, which shall includein whole or in part, without limitation from the pending sales tax audit disclosed on Schedule 7.1(jconduct of the business of Seller prior to or after the Closing, (viii) any costs and expenses incurred by Seller incident to the negotiation and preparation of this Agreement and its performance and compliance with the agreements and conditions contained herein, (the “Seller’s Indemnity”); providedix) any Liability of Seller to pay fees or commissions to any broker, however, the Seller’s Indemnity finder or agent with respect to clause the transactions contemplated by this Agreement, (ivx) above shall be limited any Liability of Seller to its current or former shareholders, (in their capacities as such as contrasted to their capacity as employees) or to any other affiliate of Seller, (xi) any Liability of Seller to the extent relating to any Retained Asset, (xii) any indebtedness for borrowed money or for the deferred purchase price of property or services (but excluding accounts payable and accrued expenses incurred in the ordinary course of business), any obligations evidenced by the threshold notes, bonds, debentures or similar instruments, any capital lease obligations, any guarantees of such indebtedness or obligations, and limits on liability set forth in Section 7.3 any overdrafts or similar obligations, (xiii) any Liability of Seller for accrued dividends, interest and the shareholder and employee bonuses, or (xiv) Seller’s Indemnity with respect to clause (iv) above obligations under this Agreement and any other agreement delivered in connection herewith. Seller shall remain solely responsible for representations and warranties under Section 7.2 shall be the obligation of EAGL Parent and not Sellerall Retained Liabilities.

Retained Liabilities. At Closing, the Seller shall retain all Liabilities forliabilities, duties and obligations with respect to (a) all operating expenses related to the Buyer shall not have any Liability concerningPurchased Assets and attributable to the period before the Effective Time and during the time that Sellers owned the affected Purchased Assets; provided, however, that (i) Sellers’ retention of the obligations set forth in this Section 2.5(a) shall terminate on the first anniversary of the Closing, (ii) any Liabilities claim against Sellers under this Section 2.5(a) which is not asserted by a notice as herein provided within such time period may not be pursued and shall thereafter be forever barred and (iii) after such termination, such obligations shall become Assumed Liabilities, (b) royalties and rentals (including the Suspension Amounts) due under the Contracts, the Lake Concession Agreement, the Mansfield Lease Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions which have arisen or accrued and pertain Purchased Assets attributable to the period before the Effective Time and any interest or penalties arising directly in connection therewith, (c) Taxes related to the Purchased Assets and attributable to the period before the Effective Time, (d) any liability or obligation of Sellers which is not a Permitted Lien under any note, bond or indenture where Sellers are the obligor, (e) any liability arising out of or resulting from the employment relationship between Sellers and any of their current or former employees or the termination by Sellers prior to the Closing DateDate of any such employment relationship with Sellers, including, without limitation, liabilities for severance or similar benefits or with respect to any claim for wrongful discharge, breach of contract, unfair labor practice, violation of the Liability for the payment Worker Adjustment and Retraining Notification Act, continued health benefits, employment discrimination, unemployment compensation or workers’ compensation, (f) any liability occurring as a result of this Agreement and arising out of, relating to or resulting from any bulk transfer or similar laws of any amounts due jurisdiction and payable (g) the injury or accrued but not yet due death of any person in connection with the ownership, operation or payable use of the Purchased Assets prior to the Closing Date under the Contracts, without limit and Licenses and Permits, except notwithstanding anything to the extent the Buyer receives a credit for such Liabilities under Section 10.6 contrary contained herein (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (ii) the payment of all Taxes and ad valorem or property taxes due and payable or accrued but not yet paid prior to the Closing Date, except to the extent the Buyer has received a credit for such Taxes and ad valorem or property taxes under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (iii) any claim for personal injury to a Person or to a Person’s property (but not to the Property) which is based on any event which occurred at the Real Property prior to the Closing Date and (iv) Liabilities related to breaches of the representations and warranties contained in Sections 7.1 and 7.2 (collectively, the “Retained Liabilities”); provided, however, with the express exception of clause (iv) above, the Retained Liabilities shall not in any manner include matters related to the physical, environmental or legal compliance of the Property. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against all Liabilities (including, but not limited to, reasonable attorneys’ fees and expenses) asserted against or incurred by Buyer and arising out of the Retained Liabilities, which shall include, without limitation the pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller’s Indemnity”); provided, however, the Seller’s Indemnity with respect to clause (iv) above shall be limited by the threshold and limits on liability set forth in Section 7.3 and the Seller’s Indemnity with respect to clause (iv) above for representations and warranties under Section 7.2 shall be the obligation of EAGL Parent and not Seller.

Retained Liabilities. At ClosingNotwithstanding anything in this Agreement to the contrary, the Seller Purchaser shall retain all Liabilities fornot assume or be deemed to have assumed, and shall have no liability or obligation with respect thereto, any other liabilities of the Buyer shall not have any Liability concerningCompany (collectively, “Retained Liabilities”) including without limitation the following: (i) any Liabilities under the Contracts, the Lake Concession Agreement, the Mansfield Lease Agreement, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions which have arisen liabilities in respect of employment or accrued and pertain to the period services performed on or prior to the Closing DateClosing, including, without limitation, liabilities in respect of agreements regarding compensation, severance, stock options and other benefits; (ii) product liability claims to the Liability extent based on a defective design for the payment of any amounts due Products designed by Seller and payable or accrued but not yet due or payable sold prior to the Closing Date under the Contracts, and Licenses and Permits, except to the extent the Buyer receives a credit for such Liabilities under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (ii) the payment of all Taxes and ad valorem or property taxes due and payable or accrued but not yet paid prior to the Closing Date, except to the extent the Buyer has received a credit for such Taxes and ad valorem or property taxes under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), (iii) any claim for personal injury to a Person or to a Person’s property (but not to the Property) which is based on any event which occurred at the Real Property prior to the Closing Date and (iv) Liabilities related to breaches of the representations and warranties contained in Sections 7.1 and 7.2 (collectively, the “Retained Liabilities”); provided, however, with the express exception of clause (iv) above, the Retained Liabilities shall not in any manner include matters related to the physical, environmental or legal compliance of the Property. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against all Liabilities (including, but not limited to, reasonable attorneys’ fees and expenses) asserted against or incurred by Buyer and arising out of the Retained Liabilities, which shall include, without limitation the pending sales tax audit disclosed on Schedule 7.1(j) (the “Seller’s Indemnity”); provided, however, the Seller’s Indemnity with respect to clause (iv) above shall be limited by the threshold and limits on liability as expressly set forth in Section 7.3 and 2.1.4; (iii) existing litigation for which a claim has been made to or threatened in writing against Seller on or before the Seller’s Indemnity with respect to clause Closing Date; (iv) above all Tax liabilities of Seller for representations all periods (but excluding any Tax liabilities allocated to Purchaser pursuant to Section 10.3 of this Agreement); (v) any liability or obligation of Seller for administrative fees and warranties expenses, including, without limitation, any claims arising under Section 7.2 shall be 503(b) of the Bankruptcy Code; (vi) any liability or obligation of EAGL Parent Seller for transaction fees and expenses and fees and expenses payable to lenders, brokers, financial advisors, legal counsel, accountants and other professionals in connection with this Agreement; (vii) all Debt (as defined by Section 101(12) of the Bankruptcy Code) owed by Seller to any party; (viii) all Claims, except for Assumed Liabilities; (ix) all liabilities to employees of Seller who are not Transferred Employees as defined in Section 3.1.3, (x) any amounts payable to Wireless Matrix USA, Inc. (“Wireless Matrix”) in connection with, and pursuant to, the termination of the Asset Sale and Purchase Agreement dated June 6, 2006 (the “Wireless Matrix Agreement”), between Wireless Matrix and Seller, or (xi) any liability or obligation not expressly assumed pursuant to Section 2.1 hereof.

Retained Liabilities. At ClosingExcept for the Assumed Liabilities, the Seller shall retain all Liabilities forall, and Buyer shall have no responsibility for any, of Seller's liabilities and obligations, whether or not relating to the Business or Acquired Assets, whether fixed, contingent or otherwise, and whether known or unknown (collectively, the "Retained Liabilities"). Without limiting the foregoing, Buyer shall not have assume or be liable for and Seller shall indemnify Buyer against and hold Buyer harmless from any Liability concerning, of the following liabilities for (i) any Liabilities environmental matters ("Environmental Matters") arising under the ContractsEnvironmental Laws (as defined in Section 5.1(f)) in connection with violations, the Lake Concession Agreementdisposal, the Mansfield Lease Agreementevents, Intangible Personal Property, Water Rights, Effluent Discharge Rights, Licenses and Permits and Permitted Exceptions which have arisen occurrences or accrued and pertain releases that occurred or are attributable to the period on or prior to the Closing Date; (ii) liabilities incurred by Seller in connection with this Agreement, the transactions provided for herein and any other agreements contemplated hereby, including, without limitation, the Liability for the payment of any amounts due attorneys' and payable or accrued but not yet due or payable prior accountants' fees, and expenses pertaining to the Closing Date under the Contracts, and Licenses and Permits, except to the extent the Buyer receives a credit for such Liabilities under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent performance by Seller of such credit), (ii) the payment of all Taxes and ad valorem or property taxes due and payable or accrued but not yet paid prior to the Closing Date, except to the extent the Buyer has received a credit for such Taxes and ad valorem or property taxes under Section 10.6 (in which case Buyer would assume such Liability or Liabilities, only to the extent of such credit), its obligations hereunder; (iii) any claim for personal injury to a Person or to a Person’s property (but not liabilities that relate to the Property) which is based on any event which occurred at the Real Property prior to the Closing Date and Retained Assets; (iv) Liabilities related to breaches of the representations and warranties contained in Sections 7.1 and 7.2 (collectivelyexcept for Assumed Liabilities, the “Retained Liabilities”); provided, however, with the express exception of clause (iv) above, the Retained Liabilities shall not in any manner include matters related to the physical, environmental or legal compliance of the Property. Seller hereby indemnifies, saves, pays, insures and holds Buyer harmless from and against all Liabilities (including, but not limited to, reasonable attorneys’ fees and expenses) asserted against or incurred by Buyer and liabilities arising out of the Retained Liabilitiesoperation of the Business on or before the Closing; (v) payments, which shall includeif any, without limitation to be made as a result of the pending sales purchase and sale of the Business of Seller to certain management personnel of Seller under certain retention and other similar agreements and, in the case of Nigex Xxxxxxx xxxer his employment contract, solely in respect of those obligations resulting from the transactions contemplated by this Agreement; (vi) subject to Section 11.18 all tax audit disclosed on Schedule 7.1(jliabilities of Seller, whether relating to periods before or after the transactions contemplated in this Agreement or incurred by Seller in connection with this Agreement and the transactions provided for herein, including any liability for such taxes arising out of the inclusion of Seller in any group filing consolidated, combined or unitary tax returns or arising out of any transferee liability; (vii) (the “Seller’s Indemnity”); provided, however, the Seller’s Indemnity liabilities with respect to clause (iv) above shall be limited by the threshold and limits on liability set forth in Section 7.3 and the Seller’s Indemnity workers' compensation or other employee related claims, including, without limitation, with respect to clause discrimination, unfair dismissal, redundancy, wrongful termination and employee benefits of any kind arising from any acts or omissions occurring prior to or on the Closing Date; and (ivviii) above for representations and warranties under Section 7.2 shall be the obligation any other liabilities of EAGL Parent and Seller not Sellerspecifically assumed by Buyer hereunder.