Common use of No Assumption of Liabilities Clause in Contracts

No Assumption of Liabilities. Notwithstanding anything in this Agreement or elsewhere to the contrary, no SNH Entity is assuming, and no SNH Entity shall be responsible for, any liability of any kind or nature whether known or unknown, absolute, mature or not yet due, liquidated or non-liquidated, contingent, non-contingent, direct or indirect or otherwise, of any Mariner Entity or any other person for: (a) Any costs or expenses, including, but not limited to, legal fees, accounting fees, consulting and financing costs incurred by any Mariner Entity in negotiating this Agreement or in consummating the transactions contemplated hereby; (b) Any claim as a result of any injury to any person arising out of the rendering of or failure to render services by any Mariner Entity or its or his employees, agents or representatives or any other person performing services for or on behalf of any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or any other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (c) Any liability to set off or recoupment (including set off or recoupment against Post-Effective Time accounts receivable) by any Third Party Payor by reason of any contractual claim, settlement, order or judgment retroactively adjusting the amounts payable for reimbursement purposes or recovering overpayments made or requiring the payment of fines, penalties or damages, or reduction of prospective payments to any Facility or interest, with respect to, or based upon, the services rendered by any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time, including liabilities that are subject to a stay ordered by the Court and liabilities that may be collected against the New Operator under state or Federal law; (d) Any taxes owed by any Mariner Entity, including, but not limited to, any investment tax recapture, depreciation recapture, employer taxes such as F.I.C.A. and F.U.T.A., any sales or use taxes, any personal property taxes, any withholding taxes and any workers' compensation or unemployment insurance premiums or adjustments and, in the case of any Mariner Entity's employees or any of its affiliates' employees, relating to, or arising out of, such employee's employment at any Retained Facility prior to the Effective Time; and with respect to the Transferred Facilities or other operations of the Mariner Entities, both prior to, and after, the Effective Time; (e) Any claim by any employee of any Mariner Entity for wages, salary, vacation, holiday, sick pay, welfare, or fringe benefits, relating to, or arising out of, such employee's employment prior to the Effective Time, except for those Employee Accruals assumed by the New Manager pursuant to Section 10.1 hereof and with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (f) Any claim arising under any instrument, agreement, indenture, contract or understanding to which any Mariner Entity is a party or by which it or any of its property is bound, unless such instrument, agreement, indenture, contract or understanding is explicitly described and affirmed and assumed by the SNH Entities in this Agreement or is otherwise expressly affirmed and assumed by separate instrument in writing executed by SPTMNR; or (g) Any claim, order or judgment otherwise arising out of the operation of any Facility or other operations of the Mariner Entities (except as otherwise expressly set forth herein but specifically including any claim, order or judgment arising under any applicable Federal, state or local statutes, laws, ordinances, rules and regulations, licensing requirements or conditions (including Medicare or Medicaid requirements or conditions, and environmental laws), or involving the imposition of any lien under any applicable law), in each case to the extent arising or attributable to conditions or events occurring prior to the Effective Time, and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time.

No Assumption of Liabilities. Notwithstanding anything COMPANY shall not assume or be obligated to pay any liabilities or obligations of Cerulean other than those liabilities arising after the Effective Date under the Assigned Assets that (a) do not arise from or relate to any breach by Cerulean of the Assigned Contracts, and (b) do not arise from or relate to any event, circumstance or condition occurring or existing on or prior to the Effective Date that, with notice or lapse of time, would constitute or result in a breach of any of such Assigned Contracts (collectively, “Assumed Liabilities”). All liabilities or obligations of Cerulean that are not Assumed Liabilities shall be collectively referred to as the “Retained Liabilities”. Cerulean shall be responsible for and shall pay when due all of its Retained Liabilities, including (i) all of its obligations and liabilities, including all obligations and liabilities arising out of, related to or in connection with any circumstances, causes of action, breach, violation, default or failure to perform with respect to the Assigned Assets prior to the Effective Date, (ii) any liabilities in respect of Taxes of Cerulean, (iii) any liabilities in respect of Taxes relating to the Products or the Assigned Assets that were incurred in or are attributable to the Pre-Effective Date Tax Period, and (iv) any Taxes arising in connection with the transactions contemplated by this Agreement. Nothing contained in this Agreement or elsewhere to the contrary, no SNH Entity is assuming, and no SNH Entity shall be responsible for, construed as an agreement by COMPANY to assume any liability or to perform any obligation of any kind or nature Cerulean, whether known or unknown, absolutefixed or contingent, mature asserted or not yet dueunasserted, accrued or unaccrued, matured or unmatured, liquidated or non-liquidated, contingent, non-contingent, direct or indirect or otherwise, of any Mariner Entity or any other person for: unliquidated (a) Any costs or expenses, including, but not limited to, legal fees, accounting fees, consulting and financing costs incurred by any Mariner Entity in negotiating this Agreement or in consummating the transactions contemplated hereby; (b) Any claim as a result of any injury to any person including those arising out of the rendering of or failure to render services by any Mariner Entity or its or his employees, agents or representatives or any other person performing services for or on behalf of any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or any other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (c) Any liability to set off or recoupment (including set off or recoupment against Post-Effective Time accounts receivable) by any Third Party Payor by reason of any contractual claim, settlement, order or judgment retroactively adjusting the amounts payable for reimbursement purposes or recovering overpayments made or requiring the payment of fines, penalties or damages, or reduction of prospective payments to any Facility or interest, with respect to, or based upon, the services rendered by any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time, including liabilities that are subject to a stay ordered by the Court and liabilities that may be collected against the New Operator under state or Federal law; (d) Any taxes owed by any Mariner Entity, including, but not limited to, any investment tax recapture, depreciation recapture, employer taxes such as F.I.C.A. and F.U.T.A., any sales or use taxes, any personal property taxes, any withholding taxes and any workers' compensation or unemployment insurance premiums or adjustments and, in the case of any Mariner Entity's employees or any of its affiliates' employees, relating to, or arising out of, such employee's employment at any Retained Facility prior to the Effective Time; and with respect to the Transferred Facilities or other operations of the Mariner Entities, both prior to, and after, the Effective Time; (e) Any claim by any employee of any Mariner Entity for wages, salary, vacation, holiday, sick pay, welfare, or fringe benefits, relating to, or arising out of, such employee's employment prior to the Effective Time, except for those Employee Accruals assumed by the New Manager pursuant to Section 10.1 hereof and with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (f) Any claim arising under any instrument, agreement, indenture, contract or understanding to which any Mariner Entity is a party tort, whether based on negligence, strict liability or by which it or any of its property is bound, unless such instrument, agreement, indenture, contract or understanding is explicitly described and affirmed and assumed by otherwise) other than the SNH Entities in this Agreement or is otherwise expressly affirmed and assumed by separate instrument in writing executed by SPTMNR; or (g) Any claim, order or judgment otherwise arising out of the operation of any Facility or other operations of the Mariner Entities (except as otherwise expressly set forth herein but specifically including any claim, order or judgment arising under any applicable Federal, state or local statutes, laws, ordinances, rules and regulations, licensing requirements or conditions (including Medicare or Medicaid requirements or conditions, and environmental laws), or involving the imposition of any lien under any applicable law), in each case to the extent arising or attributable to conditions or events occurring prior to the Effective Time, and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective TimeAssumed Liabilities.

No Assumption of Liabilities. Notwithstanding anything in this Agreement or elsewhere (a) Except to the contraryextent expressly assumed pursuant to Section 1.2(b) below, no SNH Entity is assumingBuyer does not assume and shall not be liable for any debt, and no SNH Entity shall be responsible forobligation, any responsibility or liability of Seller or any kind Foreign Affiliate (as defined below), or nature any claim against any of the foregoing, whether known or unknown, contingent or absolute. Without limiting the foregoing sentence, mature Buyer shall have no responsibility with respect to the following, whether or not yet due, liquidated or non-liquidated, contingent, non-contingent, direct or indirect or otherwise, of any Mariner Entity or any other person fordisclosed in a schedule hereto: (ai) Any costs liabilities and obligations related to or expensesarising from transactions between Seller or any Foreign Affiliate on the one hand and any officer, includingdirector or stockholder of Parent or any Affiliate (for the purposes of this Agreement, but not limited toan Affiliate means any person or organization controlled by, legal feescontrolling, accounting feesor under common control with Parent, consulting including the Foreign Affiliates); (ii) liabilities and financing costs incurred by obligations of Seller, Parent or any Mariner Entity in negotiating this Agreement Affiliate for taxes of any kind, including sales, use, value added or in consummating other taxes related to or arising from the transactions transfers contemplated hereby; (biii) Any claim as a result liabilities and obligations of Seller, Parent or any Affiliate for damage or injury to any person arising out of the rendering of or failure to render services by any Mariner Entity or its or his employees, agents or representatives or any other person performing services for or on behalf of any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and property based upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or any other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (c) Any liability to set off or recoupment (including set off or recoupment against Post-Effective Time accounts receivable) by any Third Party Payor by reason of any contractual claim, settlement, order or judgment retroactively adjusting the amounts payable for reimbursement purposes or recovering overpayments made or requiring the payment of fines, penalties or damages, or reduction of prospective payments to any Facility or interest, with respect to, or based upon, the services rendered by any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time, including liabilities that are subject to a stay ordered by the Court and liabilities that may be collected against the New Operator under state or Federal law; (d) Any taxes owed by any Mariner Entity, including, but not limited to, any investment tax recapture, depreciation recapture, employer taxes such as F.I.C.A. and F.U.T.A., any sales or use taxes, any personal property taxes, any withholding taxes and any workers' compensation or unemployment insurance premiums or adjustments and, in the case of any Mariner Entity's employees or any of its affiliates' employees, relating to, or arising out of, such employee's employment at any Retained Facility prior to the Effective Time; and with respect to the Transferred Facilities or other operations of the Mariner Entities, both prior to, and after, the Effective Time; (e) Any claim by any employee of any Mariner Entity for wages, salary, vacation, holiday, sick pay, welfare, or fringe benefits, relating to, or arising out of, such employee's employment prior to the Effective Time, except for those Employee Accruals assumed by the New Manager pursuant to Section 10.1 hereof and with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (f) Any claim arising under any instrument, agreement, indenture, contract or understanding to which any Mariner Entity is a party or by which it or any of its property is bound, unless such instrument, agreement, indenture, contract or understanding is explicitly described and affirmed and assumed by the SNH Entities in this Agreement or is otherwise expressly affirmed and assumed by separate instrument in writing executed by SPTMNR; or (g) Any claim, order or judgment otherwise arising out of the operation of any Facility or other operations of the Mariner Entities (except as otherwise expressly set forth herein but specifically including any claim, order or judgment arising under any applicable Federal, state or local statutes, laws, ordinances, rules and regulations, licensing requirements or conditions (including Medicare or Medicaid requirements or conditions, and environmental laws), or involving the imposition of any lien under any applicable law), in each case to the extent arising or attributable to conditions or events occurring prior to the Effective Timedate of Closing; (v) workmen's liens on any of the Subject Assets; (vi) liabilities incurred by Seller, andParent or any Affiliate of Parent in connection with this Agreement and the transactions provided for herein, subject toincluding counsel and accountant's fees and expenses pertaining to its liquidation or the performance by Seller of its obligations hereunder; (vii) liabilities of Seller or any Foreign Affiliate to Parent or any Affiliate (however, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (iithere shall be a purchase price adjustment pursuant to Section 1.3(b) with respect to the Transferred Facilities certain amounts advanced by Parent or an Affiliate); and (viii) liabilities of Seller or any Foreign Affiliate with respect to any options, warrants, agreements or convertible or other operations rights to acquire any shares of its capital stock of any class. The foregoing liabilities not being assumed are sometimes hereafter referred to as the "Excluded Liabilities". (b) Buyer shall assume responsibility for: (i) the performance of contracts of Seller or any Foreign Affiliate specifically listed on or of the Mariner Entities types described by category on Schedule 1.2(b)(i) (except the "Assumed Contracts"); and ------------------ (ii) the liabilities listed on Schedule 1.2(b)(ii) (the "Assumed ------------------- Liabilities"). The foregoing assumption of liabilities by Buyer hereunder shall be treated as otherwise expressly set forth herein), both prior to, independent of Buyer's existing business and after, shall not enlarge any rights of third parties under contracts or arrangements with Buyer or Seller or any of their respective subsidiaries or the Effective TimeForeign Affiliates.

No Assumption of Liabilities. Notwithstanding anything any provision in this Agreement or elsewhere any of the other Ancillary Agreements to the contrary, no SNH Entity is assumingthe Purchaser shall not assume any Liabilities of the Seller (or any predecessor owner of all or part of the Seller’s business and assets), including, without limitation, any Taxes of Seller (including any liability for Taxes arising from or attributable to Seller’s operation of the Business or use or ownership of the Purchased Assets for all Pre-Closing Tax Periods, and no SNH Entity shall be responsible forincluding any Transfer Taxes and Straddle Period Taxes attributable to Seller pursuant to this Agreement), any liability liabilities arising from the merger or other combination of any kind or nature whether known or unknownUltrascan, absoluteInc. and Ultrascan of Macon, mature or not yet dueInc., liquidated or non-liquidated, contingent, non-contingent, direct or indirect or otherwise, of any Mariner Entity liabilities arising from the failure to pay employee overtime or any other person for: (a) Any costs such employee matter, any such Liabilities related to any Pre-Closing Environmental Matters, Pre Closing Healthcare Regulatory Matters, operating lease obligations, Employee Loans or expenses, including, but not limited to, legal fees, accounting fees, consulting and financing costs incurred by any Mariner Entity in negotiating this Agreement or in consummating the transactions contemplated hereby; (b) Any claim as a result Liabilities of any injury to any person arising out of the rendering of or failure to render services by any Mariner Entity or its or his employeesEmployee Plan, agents or representatives or any other person performing services for or on behalf of any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or any other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (c) Any liability to set off or recoupment (including set off or recoupment against Post-Effective Time accounts receivable) by any Third Party Payor by reason of any contractual claim, settlement, order or judgment retroactively adjusting the amounts payable for reimbursement purposes or recovering overpayments made or requiring the payment of fines, penalties or damages, or reduction up to $1,500,000 of prospective payments any commercial debt of Seller to any Facility or interest, with respect to, or based upon, Gwinnett Community Bank and the services rendered by any Mariner Entity lease pay out obligations for the Vehicles (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to“Commercial Debt”), and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations liabilities of the Mariner Entities (except Seller that have been agreed to by Purchaser, all as otherwise expressly set forth hereinon Exhibit G hereto (the “Assumed Liabilities”), both prior to, . All such non-assumed Liabilities shall be retained by and after, the Effective Time, including liabilities that are subject to a stay ordered by the Court and liabilities that may be collected against the New Operator under state or Federal law; (d) Any taxes owed by any Mariner Entity, including, but not limited to, any investment tax recapture, depreciation recapture, employer taxes such as F.I.C.A. and F.U.T.A., any sales or use taxes, any personal property taxes, any withholding taxes and any workers' compensation or unemployment insurance premiums or adjustments and, in the case of any Mariner Entity's employees or any of its affiliates' employees, relating to, or arising out of, such employee's employment at any Retained Facility prior to the Effective Time; and with respect to the Transferred Facilities or other operations remain Liabilities of the Mariner Entities, both prior to, and after, Seller. Purchaser shall not assume any operational lease obligations of the Effective Time; (e) Any claim by any employee of any Mariner Entity for wages, salary, vacation, holiday, sick pay, welfare, or fringe benefits, relating to, or arising out of, such employee's employment prior to the Effective Time, Seller except for those Employee Accruals the Assumed Operational Lease Obligations set forth on Exhibit G-1 hereto. All such non-assumed operational lease obligations shall be retained by the New Manager pursuant to Section 10.1 hereof and with respect to the Transferred Facilities or other operations remain liabilities and obligations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (f) Any claim arising under any instrument, agreement, indenture, contract or understanding to which any Mariner Entity is a party or by which it or any of its property is bound, unless such instrument, agreement, indenture, contract or understanding is explicitly described and affirmed and assumed by the SNH Entities in this Agreement or is otherwise expressly affirmed and assumed by separate instrument in writing executed by SPTMNR; or (g) Any claim, order or judgment otherwise arising out of the operation of any Facility or other operations of the Mariner Entities (except as otherwise expressly set forth herein but specifically including any claim, order or judgment arising under any applicable Federal, state or local statutes, laws, ordinances, rules and regulations, licensing requirements or conditions (including Medicare or Medicaid requirements or conditions, and environmental laws), or involving the imposition of any lien under any applicable law), in each case to the extent arising or attributable to conditions or events occurring prior to the Effective Time, and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective TimeSeller.

No Assumption of Liabilities. Notwithstanding anything a. Except as explicitly provided herein, the Buyer shall not assume any of the liabilities of the Seller and shall purchase the Assets free and clear of all liens, mortgages, security interests, encumbrances and claims and the Seller and Seller's Parent represents, warrants and agrees that the Buyer shall not be or become liable for any claims, demands, liabilities or obligations not expressly assumed in this Agreement of any kind whatsoever arising out of or elsewhere relating to the contraryconduct of the Business by the Seller or the Assets prior to the Closing Date. Without limiting the foregoing, no SNH Entity is assumingthe Buyer shall not at the Closing assume or agree to perform, pay or discharge, and no SNH Entity the Seller shall be responsible remain unconditionally liable for, any liability all obligations, liabilities and commitments, fixed or contingent, of the Seller, including but not limited to: i. Accounts payable, accrued expenses or withholding of any kind or nature whether known nature; obligations for indebtedness or unknownborrowed money; ii. Obligations arising under rental or lease agreements for rent or lease payments or other financial obligations; iii. Obligations arising under any purchase order, absolutesales or supply agreement or other agreement; iv. Obligations or liabilities relating to any product, mature good or service provided by Seller including any claim for defect, personal injury or breach of warranty; x. Xxxxxxxxx, termination or other payments or benefits (including but not yet duelimited to post-retirement benefits or accrued vacation pay) including but not limited to those owing under the Seller's severance policy, liquidated any union contract or any employment agreement to any employees (union or non-liquidatedunion), contingentsales agents or independent contractors employed by the Seller prior to the Closing (collectively, non-contingent"Seller's Employees"), direct liabilities arising under any federal, state or indirect local "plant closing law", liabilities accruing under the Seller's employee benefit plans, retirement plans, pension plans or otherwisesavings or profit sharing plans and liabilities for any Employee Plan (as defined in Section 2.21), of any Mariner Entity or any other person for: (a) Any costs or expenses, including, including but not limited toto any obligations under Section 601 through 608 of the Employee Retirement Income Security Act of 1974, legal feesas amended ("ERISA"); vi. Worker's compensation claims; vii. Stock option or other stock-based awards made to the Seller's Employees, accounting feesif any; viii. Liabilities for any federal, consulting state, local or foreign income taxes (including interest, penalties and financing costs additions to such taxes) or any deferred income taxes of the Seller; ix. Liabilities incurred by in connection with violations of occupational safety, wage, health, welfare, employee benefit or environmental laws or regulations, which violations result from the action or inaction of the Seller prior to the Closing Date; or x. Except as provided in Section 12 hereof, any Mariner Entity tax (including but not limited to any federal, state, or local income, franchise, single business, value added, excise, customs, intangible, sales, transfer, recording, documentary or other tax) imposed upon, or incurred by, the Seller, if any, in negotiating connection with or related to this Agreement or in consummating the transactions contemplated hereby; (b) Any claim as a result of any injury to any person arising out of the rendering of or failure to render services by any Mariner Entity or its or his employees, agents or representatives or any other person performing services for or on behalf of any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or any other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (c) Any liability to set off or recoupment (including set off or recoupment against Post-Effective Time accounts receivable) by any Third Party Payor by reason of any contractual claim, settlement, order or judgment retroactively adjusting the amounts payable for reimbursement purposes or recovering overpayments made or requiring the payment of fines, penalties or damages, or reduction of prospective payments to any Facility or interest, with respect to, or based upon, the services rendered by any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time, including liabilities that are subject to a stay ordered by the Court and liabilities that may be collected against the New Operator under state or Federal law; (d) Any taxes owed by any Mariner Entity, including, but not limited to, any investment tax recapture, depreciation recapture, employer taxes such as F.I.C.A. and F.U.T.A., any sales or use taxes, any personal property taxes, any withholding taxes and any workers' compensation or unemployment insurance premiums or adjustments and, in the case of any Mariner Entity's employees or any of its affiliates' employees, relating to, or arising out of, such employee's employment at any Retained Facility prior to the Effective Time; and with respect to the Transferred Facilities or other operations of the Mariner Entities, both prior to, and after, the Effective Time; (e) Any claim by any employee of any Mariner Entity for wages, salary, vacation, holiday, sick pay, welfare, or fringe benefits, relating to, or arising out of, such employee's employment prior to the Effective Time, except for those Employee Accruals assumed by the New Manager pursuant to Section 10.1 hereof and with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (f) Any claim arising under any instrument, agreement, indenture, contract or understanding to which any Mariner Entity is a party or by which it or any of its property is bound, unless such instrument, agreement, indenture, contract or understanding is explicitly described and affirmed and assumed by the SNH Entities in this Agreement or is otherwise expressly affirmed and assumed by separate instrument in writing executed by SPTMNR; or (g) Any claim, order or judgment otherwise arising out of the operation of any Facility or other operations of the Mariner Entities (except as otherwise expressly set forth herein but specifically including any claim, order or judgment arising under any applicable Federal, state or local statutes, laws, ordinances, rules and regulations, licensing requirements or conditions (including Medicare or Medicaid requirements or conditions, and environmental laws), or involving the imposition of any lien under any applicable law), in each case to the extent arising or attributable to conditions or events occurring prior to the Effective Time, and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time.

No Assumption of Liabilities. Notwithstanding anything The Buyer is not assuming (and nothing in this Agreement shall be construed as causing or elsewhere requiring the Buyer to the contrary, no SNH Entity is assumingassume), and no SNH Entity shall will not be responsible liable for, any liability debts, liabilities, payables, commitments, and/or obligations of any kind or nature whatsoever of the Seller, whether known absolute or unknown, absolute, mature or not yet duecontingent, liquidated or non-liquidatedunliquidated, contingentsecured or unsecured, non-contingentand whether or not accrued, direct matured, known or indirect suspected, or otherwiserelated to or arising from the Purchased Assets (all of such liabilities, the “Retained Liabilities”) and whether existing on or arising after the Closing Date or, regardless of when asserted, related to periods prior to the Closing Date. Retained Liabilities of the Seller shall include without limitation all severance and other deferred wages and other compensation obligations to the Seller’s employees, along with any associated local, state, or federal taxes, and shall include any liability arising out of or related to any pollution or threat to human health or the environment or any violation of any Mariner Entity Environmental and Occupational Safety and Health Law (as defined below) that is related in any way to the Seller, the Steorra Product or any other person for: previous owner’s use of any of the foregoing, and which occurred, existed or related to conditions or circumstances existing prior to the Closing, regardless of whether those matters are described in the Disclosure Schedule (a) Any costs or expensesas defined below). The Seller shall remain fully and solely liable with respect to all of the Retained Liabilities and will timely and fully discharge all Retained Liabilities after the Closing Date, including, but not limited towithout limitation, legal feesall warranty claims relating to Steorra Products purchased from, accounting fees, consulting and financing costs incurred by any Mariner Entity in negotiating this Agreement or in consummating the transactions contemplated hereby; (b) Any claim as a result of any injury to any person arising out of the rendering of or failure to render services by any Mariner Entity or its or his employees, agents or representatives or any other person performing services for or on behalf of any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or any other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and afterperformed by, the Effective Time; (c) Any liability to set off Seller on or recoupment (including set off or recoupment against Post-Effective Time accounts receivable) by any Third Party Payor by reason of any contractual claim, settlement, order or judgment retroactively adjusting before the amounts payable for reimbursement purposes or recovering overpayments made or requiring the payment of fines, penalties or damages, or reduction of prospective payments to any Facility or interest, with respect to, or based upon, the services rendered by any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time, including liabilities that are subject to a stay ordered by the Court and liabilities that may be collected against the New Operator under state or Federal law; (d) Any taxes owed by any Mariner Entity, including, but not limited to, any investment tax recapture, depreciation recapture, employer taxes such as F.I.C.A. and F.U.T.A., any sales or use taxes, any personal property taxes, any withholding taxes and any workers' compensation or unemployment insurance premiums or adjustments and, in the case of any Mariner Entity's employees or any of its affiliates' employees, relating to, or arising out of, such employee's employment at any Retained Facility prior to the Effective Time; and with respect to the Transferred Facilities or other operations of the Mariner Entities, both prior to, and after, the Effective Time; (e) Any claim by any employee of any Mariner Entity for wages, salary, vacation, holiday, sick pay, welfare, or fringe benefits, relating to, or arising out of, such employee's employment prior to the Effective Time, except for those Employee Accruals assumed by the New Manager pursuant to Section 10.1 hereof and with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (f) Any claim arising under any instrument, agreement, indenture, contract or understanding to which any Mariner Entity is a party or by which it or any of its property is boundClosing Date, unless such instrument, agreement, indenture, contract or understanding is explicitly described and affirmed and assumed by the SNH Entities otherwise provided in this Agreement or is otherwise expressly affirmed and assumed by separate instrument in writing executed by SPTMNR; or (g) Any claim, order or judgment otherwise arising out of the operation of any Facility or other operations of the Mariner Entities (except as otherwise expressly set forth herein but specifically including any claim, order or judgment arising under any applicable Federal, state or local statutes, laws, ordinances, rules and regulations, licensing requirements or conditions (including Medicare or Medicaid requirements or conditions, and environmental laws), or involving the imposition of any lien under any applicable law), in each case to the extent arising or attributable to conditions or events occurring prior to the Effective Time, and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time.

No Assumption of Liabilities. Notwithstanding anything Except with respect to the contractual obligations of Sellers disclosed in Schedule 2.3(A) to this Agreement or elsewhere and directly relating to the contraryownership or operation of the Assets and the Business after the Closing Date (the "Assumed Liabilities"), no SNH Entity the Buyer is assumingnot and will not assume or be liable for any liabilities or obligations of the Sellers, and no SNH Entity shall be responsible forPulver, any liability of their affiliates or any other person or entity of any kind or nature nature, whether known or unknown, absolute, mature or not yet dueaccrued, liquidated or non-liquidated, contingent, non-contingent, direct or indirect contingent or otherwise, or whether due or to become due, directly or indirectly arising out of any Mariner Entity or any other person for: (a) Any costs relating to the ownership or expensesoperation of the Assets, the Excluded Assets or the Business, including, but without limitation, any such liabilities or obligations not limited to, legal fees, accounting fees, consulting and financing costs incurred by any Mariner Entity disclosed in negotiating Schedule 2.3(A) to this Agreement or in consummating relating to the transactions contemplated hereby;ownership or operation of the Assets or the Business prior to the Closing Date or of the Excluded Assets at any time. (bA) Any claim Without limiting the foregoing, the Sellers shall be responsible for any or all liability incurred prior to or as of the Closing Date for health benefits under Section 4980B of the Code ("COBRA") for employees and their "qualified beneficiaries" (as defined in Section 4980B (g) of the Internal Revenue Code of 1986, as amended (the "Code")) under any employee benefit plans maintained by the Sellers. As to each Seller's employees, Sellers shall be responsible for complying with any obligations and liabilities arising under COBRA (including notice and maintaining insurance for employees who elect continued coverage) as a result of any injury to any person such employees' loss of coverage under Sellers' health plans. The Sellers shall be responsible for all retiree welfare obligations, if any, arising out of the rendering of or failure to render services by any Mariner Entity or its or his employees, agents or representatives or any other person performing services for or on behalf of any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or any other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (c) Any liability to set off or recoupment (including set off or recoupment against Post-Effective Time accounts receivable) by any Third Party Payor by reason of any contractual claim, settlement, order or judgment retroactively adjusting the amounts payable for reimbursement purposes or recovering overpayments made or requiring the payment of fines, penalties or damages, or reduction of prospective payments to any Facility or interest, with respect to, or based upon, the services rendered by any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time, including liabilities that are subject to a stay ordered by the Court and liabilities that may be collected against the New Operator under state or Federal law; (d) Any taxes owed by any Mariner Entity, including, but not limited to, any investment tax recapture, depreciation recapture, employer taxes such as F.I.C.A. and F.U.T.A., any sales or use taxes, any personal property taxes, any withholding taxes and any workers' compensation or unemployment insurance premiums or adjustments and, in the case of any Mariner Entity's employees or any of its affiliates' employees, relating to, or arising out of, such employee's employment at any Retained Facility prior to the Effective Time; and with respect to the Transferred Facilities or other operations of the Mariner Entities, both prior to, and after, the Effective Time; (e) Any claim by any employee of any Mariner Entity for wages, salary, vacation, holiday, sick pay, welfare, or fringe benefits, relating to, or arising out of, such employee's employment prior to the Effective Time, except for those Employee Accruals assumed by the New Manager pursuant to Section 10.1 hereof and with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (f) Any claim arising under any instrument, agreement, indenture, contract or understanding to which any Mariner Entity is a party or by which it or any of its property is bound, unless such instrument, agreement, indenture, contract or understanding is explicitly described and affirmed and assumed by the SNH Entities in this Agreement or is otherwise expressly affirmed and assumed by separate instrument in writing executed by SPTMNR; or (g) Any claim, order or judgment otherwise arising out of the operation of any Facility or other operations of the Mariner Entities (except as otherwise expressly set forth herein but specifically including any claim, order or judgment arising under any applicable Federal, state or local statutes, laws, ordinances, rules and regulations, licensing requirements or conditions (including Medicare or Medicaid requirements or conditions, and environmental laws), or involving the imposition of any lien under any applicable law), in each case to the extent arising or attributable to conditions or events occurring any employee benefit plan of the Sellers in effect prior to the Effective Time, and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations as of the Mariner Entities (except as otherwise expressly set forth herein)Closing Date, both prior to, and after, the Effective Timeor agreements relating thereto.

No Assumption of Liabilities. Notwithstanding anything It is understood that in this Agreement connection with the transactions contemplated hereby, the Buyer shall not assume any obligations or elsewhere liabilities of the Seller, except for payment obligations in respect to purchase orders for finished goods that are open as of the contraryEffective Time (“Open Purchase Order Obligations”), no SNH Entity which Open Purchase Order Obligations the Buyer will assume on the Closing Date. It is assumingfurther understood that, and no SNH Entity without limiting the foregoing, the Buyer shall be responsible for, not assume any liability liabilities or obligations of any kind or nature whether known or unknown, absolute, mature or not yet due, liquidated or non-liquidated, contingent, non-contingent, direct or indirect or otherwise, of any Mariner Entity the Seller or any other person forAffiliate of the Seller incurred, arising from or out of, in connection with or relating to: (ai) Any costs any claims made by or against the Seller or any Affiliate of the Seller, whether before or after the Closing Date, that arise out of events prior to the Effective Time, including any and all accounts payable, accrued expenses, includingcustomer rebates or quality claims relating to goods sold or shipped prior to Closing, but not limited to, legal fees, accounting fees, consulting and financing costs incurred including any liabilities or obligations relating to investigations by any Mariner Entity Governmental Authority; (ii) any Taxes, including any Taxes arising by reason of the transactions contemplated herein; (iii) products manufactured, sold or distributed prior to the Effective Time, including liabilities or obligations related to product warranties, recalls of such products or defects with respect to such products; (iv) any liabilities or obligations under any supply contracts to which the Seller or any Affiliate of the Seller is party or otherwise relating to the Product Line; (v) any liability associated with Seller’s employees or employee benefit plans; (vi) any employment, severance, retention or termination agreement with any employee (except as provided in negotiating this Agreement the Transition and Manufacturing Services Agreement); (vii) any employee grievance; (viii) any obligation to indemnify, reimburse or advance amounts to any officer, director, employee or agent; (ix) any Proceeding pending as of the Effective Time or any Proceeding commenced after the Effective Time that arises out of or relates to any occurrence or event happening prior to the Effective Time; (x) any compliance or noncompliance with any Legal Requirement of any Governmental Authority; (xi) any credit facility or any security interest related thereto; (xii) any fees and expenses in consummating connection with the transactions contemplated hereby; (bxiii) Any claim as a result of any injury obligation relating to any person arising out assets of the rendering Seller not being conveyed to the Buyer; and (xiv) any obligation of or failure to render services by any Mariner Entity or its or his employees, agents or representatives the Seller under this Agreement or any other person performing services for or on behalf of any Mariner Entity (i) document executed in connection with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or any other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (c) Any liability to set off or recoupment (including set off or recoupment against Post-Effective Time accounts receivable) by any Third Party Payor by reason of any contractual claim, settlement, order or judgment retroactively adjusting the amounts payable for reimbursement purposes or recovering overpayments made or requiring the payment of fines, penalties or damages, or reduction of prospective payments to any Facility or interest, with respect to, or based upon, the services rendered by any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time, including liabilities that are subject to a stay ordered by the Court and liabilities that may be collected against the New Operator under state or Federal law; (d) Any taxes owed by any Mariner Entity, including, but not limited to, any investment tax recapture, depreciation recapture, employer taxes such as F.I.C.A. and F.U.T.A., any sales or use taxes, any personal property taxes, any withholding taxes and any workers' compensation or unemployment insurance premiums or adjustments and, in the case of any Mariner Entity's employees or any of its affiliates' employees, relating to, or arising out of, such employee's employment at any Retained Facility prior to the Effective Time; and with respect to the Transferred Facilities or other operations of the Mariner Entities, both prior to, and after, the Effective Time; (e) Any claim by any employee of any Mariner Entity for wages, salary, vacation, holiday, sick pay, welfare, or fringe benefits, relating to, or arising out of, such employee's employment prior to the Effective Time, except for those Employee Accruals assumed by the New Manager pursuant to Section 10.1 hereof and with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (f) Any claim arising under any instrument, agreement, indenture, contract or understanding to which any Mariner Entity is a party or by which it or any of its property is bound, unless such instrument, agreement, indenture, contract or understanding is explicitly described and affirmed and assumed by the SNH Entities in this Agreement or is otherwise expressly affirmed and assumed by separate instrument in writing executed by SPTMNR; or (g) Any claim, order or judgment otherwise arising out of the operation of any Facility or other operations of the Mariner Entities (except as otherwise expressly set forth herein but specifically including any claim, order or judgment arising under any applicable Federal, state or local statutes, laws, ordinances, rules and regulations, licensing requirements or conditions (including Medicare or Medicaid requirements or conditions, and environmental laws), or involving the imposition of any lien under any applicable law), in each case to the extent arising or attributable to conditions or events occurring prior to the Effective Time, and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Timetransactions contemplated hereby.

No Assumption of Liabilities. Notwithstanding anything (A) Except with respect to the contractual obligations of Sellers disclosed in Schedule 2.3 (A) to this Agreement or elsewhere and directly relating to the contraryownership or operation of the Assets and Business after the Closing Date (the "Assumed Liabilities"), no SNH Entity the Buyer is assumingnot and will not assume or be liable for any liabilities or obligations of the Sellers, and no SNH Entity shall be responsible forShareholders, any liability of their affiliates or any other person or entity of any kind or nature nature, whether known or unknown, absolute, mature or not yet dueaccrued, liquidated or non-liquidated, contingent, non-contingent, direct or indirect contingent or otherwise, or whether due or to become due, directly or indirectly arising out of any Mariner Entity or any other person for: (a) Any costs relating to the ownership or expensesoperation of the Assets, the Excluded Assets or the Business, including, but without limitation, any such liabilities or obligations not limited to, legal fees, accounting fees, consulting and financing costs incurred by any Mariner Entity disclosed in negotiating Schedule 2.3 (A) to this Agreement or in consummating relating to the transactions contemplated hereby;ownership or operation of the Assets or Business prior to the Closing Date or of the Excluded Assets at any time. (bB) Any claim Without limiting the foregoing, as between the Buyer and Sellers the Sellers shall be responsible for any or all liability (if any) incurred prior to or as of the Closing Date for health benefits under Section 4980B of the Code ("COBRA") for employees and their "qualified beneficiaries" (as defined in Section 4980B (g) of the Internal Revenue Code of 1986, as amended (the "Code") ) under any employee benefit plans maintained by the Sellers. As to Sellers' employees, as between the Buyer and Sellers, Sellers shall be responsible for complying with any obligations and liabilities (if any) arising under COBRA (including notice and maintaining insurance for employees who elect continued coverage) as a result of any injury to any person such employees' loss of coverage under Sellers' health plans. The Sellers shall be responsible for all retiree welfare obligations, if any, arising out of the rendering of or failure to render services by any Mariner Entity or its or his employees, agents or representatives or any other person performing services for or on behalf of any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or any other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (c) Any liability to set off or recoupment (including set off or recoupment against Post-Effective Time accounts receivable) by any Third Party Payor by reason of any contractual claim, settlement, order or judgment retroactively adjusting the amounts payable for reimbursement purposes or recovering overpayments made or requiring the payment of fines, penalties or damages, or reduction of prospective payments to any Facility or interest, with respect to, or based upon, the services rendered by any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time, including liabilities that are subject to a stay ordered by the Court and liabilities that may be collected against the New Operator under state or Federal law; (d) Any taxes owed by any Mariner Entity, including, but not limited to, any investment tax recapture, depreciation recapture, employer taxes such as F.I.C.A. and F.U.T.A., any sales or use taxes, any personal property taxes, any withholding taxes and any workers' compensation or unemployment insurance premiums or adjustments and, in the case of any Mariner Entity's employees or any of its affiliates' employees, relating to, or arising out of, such employee's employment at any Retained Facility prior to the Effective Time; and with respect to the Transferred Facilities or other operations of the Mariner Entities, both prior to, and after, the Effective Time; (e) Any claim by any employee of any Mariner Entity for wages, salary, vacation, holiday, sick pay, welfare, or fringe benefits, relating to, or arising out of, such employee's employment prior to the Effective Time, except for those Employee Accruals assumed by the New Manager pursuant to Section 10.1 hereof and with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (f) Any claim arising under any instrument, agreement, indenture, contract or understanding to which any Mariner Entity is a party or by which it or any of its property is bound, unless such instrument, agreement, indenture, contract or understanding is explicitly described and affirmed and assumed by the SNH Entities in this Agreement or is otherwise expressly affirmed and assumed by separate instrument in writing executed by SPTMNR; or (g) Any claim, order or judgment otherwise arising out of the operation of any Facility or other operations of the Mariner Entities (except as otherwise expressly set forth herein but specifically including any claim, order or judgment arising under any applicable Federal, state or local statutes, laws, ordinances, rules and regulations, licensing requirements or conditions (including Medicare or Medicaid requirements or conditions, and environmental laws), or involving the imposition of any lien under any applicable law), in each case to the extent arising or attributable to conditions or events occurring any employee benefit plan of the Sellers in effect prior to the Effective Time, and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations as of the Mariner Entities (except as otherwise expressly set forth herein)Closing Date, both prior to, and after, the Effective Timeor agreements relating thereto.

No Assumption of Liabilities. Notwithstanding It is expressly agreed and understood that Purchaser shall not assume, pay or discharge or in any respect be liable for any liability, obligation, commitment or expense of Seller. Without limitation of the foregoing and notwithstanding anything in this Agreement or elsewhere to the contrary, no SNH Entity is assumingPurchaser shall not assume, pay or discharge, and no SNH Entity shall not be responsible liable for, and Seller shall discharge, indemnify and hold Purchaser (and its respective officers and directors) harmless, in accordance with the provisions of Article VIII hereof, from and against, any liability (actual or contingent), loss, commitment, obligation or expense of any kind or nature whether known or unknown, absolute, mature or not yet due, liquidated or non-liquidated, contingent, non-contingent, direct or indirect or otherwise, of any Mariner Entity or any other person forSeller: (a) Any costs or expenses, including, but not limited to, legal fees, accounting fees, consulting and financing costs incurred by any Mariner Entity in negotiating this Agreement or in consummating the transactions contemplated hereby; (b) Any claim as a result of any injury to any person arising out of the rendering of or failure to render services by any Mariner Entity or its or his employees, agents or representatives or any other person performing services for or on behalf of any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or any other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (c) Any liability to set off or recoupment (including set off or recoupment against Post-Effective Time accounts receivable) by any Third Party Payor by reason of any contractual claim, settlement, order or judgment retroactively adjusting the amounts payable for reimbursement purposes or recovering overpayments made or requiring the payment of fines, penalties or damages, or reduction of prospective payments to any Facility or interest, with respect to, or based upon, the services rendered by any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time, including liabilities that are subject to a stay ordered by the Court and liabilities that may be collected against the New Operator under state or Federal law; (d) Any taxes owed by any Mariner Entity, including, but not limited to, any investment tax recapture, depreciation recapture, employer taxes such as F.I.C.A. and F.U.T.A., any sales or use taxes, any personal property taxes, any withholding taxes and any workers' compensation or unemployment insurance premiums or adjustments and, in the case of any Mariner Entity's employees or any of its affiliates' employees, relating incident to, or arising out of, such employee's employment at any Retained Facility prior to the Effective Time; negotiation and preparation of, or performance under this Agreement, including, without limitation, costs incurred in connection with the assignment of the Assets, except as set forth in subsection (d) of this Section 2.2 with respect to the Transferred Facilities or other operations of the Mariner EntitiesSales Taxes, both prior to, and after, the Effective Timeas therein defined; (eb) Any claim by any employee of any Mariner Entity for wages, salary, vacation, holiday, sick pay, welfare, or fringe benefits, relating incident to, or arising out of, such employee's employment prior to any claims, actions, suits, proceedings, liabilities, fines, penalties, deficiencies or judgments existing on the Effective Time, except for those Employee Accruals assumed by Closing Date or arising at any time thereafter as a result of or in connection with the New Manager pursuant to Section 10.1 hereof and with respect to the Transferred Facilities or other operations conduct of the Mariner Entities (except as otherwise expressly set forth herein)business of Seller, both prior toincluding, and afterwithout limitation, the Effective Timeownership or use of the Assets by Seller and Seller’s conduct of its business up to and including the Closing Date; (fc) Any claim incident to, or arising under out of, any instrumentDistributor Agreements not listed on Schedule F hereto; and (d) any tax liabilities (or penalties or interest thereon), agreementdomestic or foreign, indenture, contract or understanding to which of any Mariner Entity is a party or by which it or any nature whatsoever of its property is bound, unless such instrument, agreement, indenture, contract or understanding is explicitly described and affirmed and assumed by the SNH Entities in Seller whether on account of this Agreement or is otherwise expressly affirmed and assumed by separate instrument in writing executed by SPTMNR; or otherwise, including, without limitation, (gi) Any claim, order or judgment otherwise arising out any which may arise as a result of the operation of any Facility or other operations sale of the Mariner Entities Assets as contemplated by this Agreement (except other than any U.S. or Canadian sales, use or excise taxes (“Sales Taxes”) which may be payable as otherwise expressly set forth herein but specifically including any claim, order or judgment arising under any applicable Federal, state or local statutes, laws, ordinances, rules and regulations, licensing requirements or conditions (including Medicare or Medicaid requirements or conditions, and environmental lawsa result of the sale of the Assets as contemplated by this Agreement), or involving the imposition of any lien under any applicable law), in each case to the extent arising or attributable to conditions or events occurring prior to the Effective Time, and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect relating to the Transferred Facilities or other operations of Seller prior or subsequent to the Mariner Entities (except as otherwise expressly set forth herein)Closing Date. All such Sales Taxes, both prior toif any, shall be paid in full by Purchaser, and afterPurchaser shall discharge, the Effective Timeindemnify and hold Seller harmless from any liability in respect thereof.

No Assumption of Liabilities. Notwithstanding anything (A) Except with respect to the contractual obligations of Seller disclosed in Schedule 2.3 (A) to this Agreement or elsewhere and directly relating to the contraryownership or operation of the Assets and Business after the Closing Date (the "Assumed Liabilities"), no SNH Entity the Buyer is assumingnot and will not assume or be liable for any liabilities or obligations of the Seller, and no SNH Entity shall be responsible forGoldstone, any liability of their affiliates or any other person or entity of any kind or nature nature, whether known or unknown, absolute, mature or not yet dueaccrued, liquidated or non-liquidated, contingent, non-contingent, direct or indirect contingent or otherwise, or whether due or to become due, directly or indirectly arising out of any Mariner Entity or any other person for: (a) Any costs relating to the ownership or expensesoperation of the Assets, the Excluded Assets or the Business, including, but without limitation, any such liabilities or obligations not limited to, legal fees, accounting fees, consulting and financing costs incurred by any Mariner Entity disclosed in negotiating Schedule 2.3 (A) to this Agreement or in consummating relating to the transactions contemplated hereby;ownership or operation of the Assets or Business prior to the Closing Date or of the Excluded Assets at any time. (bB) Any claim Without limiting the foregoing, as between the Buyer and Seller the Seller shall be responsible for any or all liability (if any) incurred prior to or as of the Closing Date for health benefits under Section 4980B of the Code ("COBRA") for employees and their "qualified beneficiaries" (as defined in Section 4980B (g) of the Internal Revenue Code of 1986, as amended (the "Code") ) under any employee benefit plans maintained by the Seller. As to Seller's employees, as between the Buyer and Seller, Seller shall be responsible for complying with any obligations and liabilities (if any) arising under COBRA (including notice and maintaining insurance for employees who elect continued coverage) as a result of any injury to any person such employees' loss of coverage under Seller's health plans. The Seller shall be responsible for all retiree welfare obligations, if any, arising out of the rendering of or failure to render services by any Mariner Entity or its or his employees, agents or representatives or any other person performing services for or on behalf of any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or any other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (c) Any liability to set off or recoupment (including set off or recoupment against Post-Effective Time accounts receivable) by any Third Party Payor by reason of any contractual claim, settlement, order or judgment retroactively adjusting the amounts payable for reimbursement purposes or recovering overpayments made or requiring the payment of fines, penalties or damages, or reduction of prospective payments to any Facility or interest, with respect to, or based upon, the services rendered by any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time, including liabilities that are subject to a stay ordered by the Court and liabilities that may be collected against the New Operator under state or Federal law; (d) Any taxes owed by any Mariner Entity, including, but not limited to, any investment tax recapture, depreciation recapture, employer taxes such as F.I.C.A. and F.U.T.A., any sales or use taxes, any personal property taxes, any withholding taxes and any workers' compensation or unemployment insurance premiums or adjustments and, in the case of any Mariner Entity's employees or any of its affiliates' employees, relating to, or arising out of, such employee's employment at any Retained Facility prior to the Effective Time; and with respect to the Transferred Facilities or other operations of the Mariner Entities, both prior to, and after, the Effective Time; (e) Any claim by any employee of any Mariner Entity for wages, salary, vacation, holiday, sick pay, welfare, or fringe benefits, relating to, or arising out of, such employee's employment prior to the Effective Time, except for those Employee Accruals assumed by the New Manager pursuant to Section 10.1 hereof and with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (f) Any claim arising under any instrument, agreement, indenture, contract or understanding to which any Mariner Entity is a party or by which it or any of its property is bound, unless such instrument, agreement, indenture, contract or understanding is explicitly described and affirmed and assumed by the SNH Entities in this Agreement or is otherwise expressly affirmed and assumed by separate instrument in writing executed by SPTMNR; or (g) Any claim, order or judgment otherwise arising out of the operation of any Facility or other operations of the Mariner Entities (except as otherwise expressly set forth herein but specifically including any claim, order or judgment arising under any applicable Federal, state or local statutes, laws, ordinances, rules and regulations, licensing requirements or conditions (including Medicare or Medicaid requirements or conditions, and environmental laws), or involving the imposition of any lien under any applicable law), in each case to the extent arising or attributable to conditions or events occurring any employee benefit plan of the Seller in effect prior to the Effective Time, and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations as of the Mariner Entities (except as otherwise expressly set forth herein)Closing Date, both prior to, and after, the Effective Timeor agreements relating thereto.

No Assumption of Liabilities. Notwithstanding anything in this Agreement or elsewhere Except for the lease agreements relating to the contrarylocations in the State of South Carolina listed on Exhibit A (the "Leases") and the obligations relating to layaway deposits and the obligations under the layaway contracts and the amount of obligations for Yellow Pages advertising listed on Exhibit D, no SNH Entity is assumingPurchaser does not and shall not assume or agree to pay, and no SNH Entity shall be responsible forperform or discharge any liabilities or obligations of Seller, any liability of any kind or nature whether known or unknownaccrued, absolute, mature or not yet due, liquidated or non-liquidated, contingent, non-contingent, direct or indirect contingent or otherwise, of any Mariner Entity or any other person for: (a) Any costs or expenses, including, but not limited to, legal fees, accounting fees, consulting and financing costs incurred by any Mariner Entity in negotiating this Agreement or in consummating the transactions contemplated hereby; (b) Any claim as a result of any injury to any person arising out of the rendering of or failure to render services by any Mariner Entity or its or his employeesclaims, agents or representatives or any other person performing services for or on behalf of any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or any other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (c) Any liability to set off or recoupment (including set off or recoupment against Post-Effective Time accounts receivable) by any Third Party Payor by reason of any contractual claim, settlement, order or judgment retroactively adjusting the amounts payable for reimbursement purposes or recovering overpayments made or requiring the payment of fines, penalties or damages, or reduction of prospective payments to any Facility or interest, with respect to, or based upon, the services rendered by any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time, including liabilities that are subject to a stay ordered by the Court and liabilities that may be collected against the New Operator under state or Federal law; (d) Any taxes owed by any Mariner Entity, including, but not limited to, any investment tax recapture, depreciation recapture, employer taxes such as F.I.C.A. and F.U.T.A., any sales or use taxes, any personal property taxes, any withholding taxes and any workers' compensation or unemployment insurance premiums or adjustments and, in the case of any Mariner Entity's employees or any of its affiliates' employees, relating to, or arising out of, such employee's employment at any Retained Facility prior to the Effective Time; and with respect to the Transferred Facilities or other operations of the Mariner Entities, both prior to, and after, the Effective Time; (e) Any claim by any employee of any Mariner Entity for wages, salary, vacation, holiday, sick pay, welfare, or fringe benefits, relating to, or arising out of, such employee's employment prior to the Effective Time, except for those Employee Accruals assumed by the New Manager pursuant to Section 10.1 hereof and with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (f) Any claim arising under any instrument, agreement, indenture, contract or understanding to which any Mariner Entity is a party or by which it or any of its property is bound, unless such instrument, agreement, indenture, contract or understanding is explicitly described and affirmed and assumed by the SNH Entities in this Agreement or is otherwise expressly affirmed and assumed by separate instrument in writing executed by SPTMNR; or (g) Any claim, order or judgment otherwise arising out of the operation of any Facility or other operations of the Mariner Entities (except as otherwise expressly set forth herein but specifically including any claim, order or judgment arising under any applicable Federal, state or local statutes, laws, ordinances, rules and regulations, licensing requirements or conditions (including Medicare or Medicaid requirements or conditions, and environmental laws), or involving the imposition of any lien under any applicable law), in each case to the extent arising or attributable to conditions actions or events occurring prior to the Effective Time, and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and Closing (iias hereinafter defined) with respect or any liability relating to the Transferred Facilities Assets transferred to Purchaser. Purchaser is not assuming (a) any indebtedness of Seller, or other operations (b) any expenses, liabilities, or obligations of Seller arising out of the Mariner Entities execution or delivery of this Agreement and the consummation of the transactions contemplated hereby, or (except as otherwise expressly set forth herein)c) any liability or obligation of Seller relating to federal, state or local taxes or any other taxes attributable to the transactions contemplated hereby or Seller both prior toto and subsequent to Closing, or (d) any obligation of Seller to pay a fee to an agent, broker or finder, or (e) any liability arising out of the conduct of Seller's business prior to Closing, including the violation of federal or state laws and afterfederal or state operating licenses, or (f) any liability or obligation of Seller relating to pawn loan collateral missing on the Effective TimeClosing Date which will be agreed upon prior to the Closing Date and listed on Exhibit E, or (g) any customer claims attributable or in any manner relating to events or omissions of Seller prior to the Closing Date or (h) any claims made by or obligations to the Bureau of Alcohol, Tobacco and Firearms arising or attributable to the period prior to the Closing Date.

No Assumption of Liabilities. Notwithstanding anything It is understood that in this Agreement connection with the transactions contemplated hereby, the Buyer shall not assume any obligations or elsewhere liabilities of the Seller, except for payment obligations in respect to purchase orders for finished goods that are open as of the contraryEffective Time ("Open Purchase Order Obligations"), no SNH Entity which Open Purchase Order Obligations the Buyer will assume on the Closing Date. It is assumingfurther understood that, and no SNH Entity without limiting the foregoing, the Buyer shall be responsible for, not assume any liability liabilities or obligations of any kind or nature whether known or unknown, absolute, mature or not yet due, liquidated or non-liquidated, contingent, non-contingent, direct or indirect or otherwise, of any Mariner Entity the Seller or any other person forAffiliate of the Seller incurred, arising from or out of, in connection with or relating to: (ai) Any costs any claims made by or against the Seller or any Affiliate of the Seller, whether before or after the Closing Date, that arise out of events prior to the Effective Time, including any and all accounts payable, accrued expenses, includingcustomer rebates or quality claims relating to goods sold or shipped prior to Closing, but not limited to, legal fees, accounting fees, consulting and financing costs incurred including any liabilities or obligations relating to investigations by any Mariner Entity Governmental Authority; (ii) any Taxes, including any Taxes arising by reason of the transactions contemplated herein; (iii) products manufactured, sold or distributed prior to the Effective Time, including liabilities or obligations related to product warranties, recalls of such products or defects with respect to such products; (iv) any liabilities or obligations under any supply contracts to which the Seller or any Affiliate of the Seller is party or otherwise relating to the Product Line; (v) any liability associated with Seller's employees or employee benefit plans; (vi) any employment, severance, retention or termination agreement with any employee (except as provided in negotiating this Agreement the Transition and Manufacturing Services Agreement); (vii) any employee grievance; (viii) any obligation to indemnify, reimburse or advance amounts to any officer, director, employee or agent; (ix) any Proceeding pending as of the Effective Time or any Proceeding commenced after the Effective Time that arises out of or relates to any occurrence or event happening prior to the Effective Time; (x) any compliance or noncompliance with any Legal Requirement of any Governmental Authority; (xi) any credit facility or any security interest related thereto; (xii) any fees and expenses in consummating connection with the transactions contemplated hereby; (bxiii) Any claim as a result of any injury obligation relating to any person arising out assets of the rendering Seller not being conveyed to the Buyer; and (xiv) any obligation of or failure to render services by any Mariner Entity or its or his employees, agents or representatives the Seller under this Agreement or any other person performing services for or on behalf of any Mariner Entity (i) document executed in connection with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or any other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (c) Any liability to set off or recoupment (including set off or recoupment against Post-Effective Time accounts receivable) by any Third Party Payor by reason of any contractual claim, settlement, order or judgment retroactively adjusting the amounts payable for reimbursement purposes or recovering overpayments made or requiring the payment of fines, penalties or damages, or reduction of prospective payments to any Facility or interest, with respect to, or based upon, the services rendered by any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time, including liabilities that are subject to a stay ordered by the Court and liabilities that may be collected against the New Operator under state or Federal law; (d) Any taxes owed by any Mariner Entity, including, but not limited to, any investment tax recapture, depreciation recapture, employer taxes such as F.I.C.A. and F.U.T.A., any sales or use taxes, any personal property taxes, any withholding taxes and any workers' compensation or unemployment insurance premiums or adjustments and, in the case of any Mariner Entity's employees or any of its affiliates' employees, relating to, or arising out of, such employee's employment at any Retained Facility prior to the Effective Time; and with respect to the Transferred Facilities or other operations of the Mariner Entities, both prior to, and after, the Effective Time; (e) Any claim by any employee of any Mariner Entity for wages, salary, vacation, holiday, sick pay, welfare, or fringe benefits, relating to, or arising out of, such employee's employment prior to the Effective Time, except for those Employee Accruals assumed by the New Manager pursuant to Section 10.1 hereof and with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (f) Any claim arising under any instrument, agreement, indenture, contract or understanding to which any Mariner Entity is a party or by which it or any of its property is bound, unless such instrument, agreement, indenture, contract or understanding is explicitly described and affirmed and assumed by the SNH Entities in this Agreement or is otherwise expressly affirmed and assumed by separate instrument in writing executed by SPTMNR; or (g) Any claim, order or judgment otherwise arising out of the operation of any Facility or other operations of the Mariner Entities (except as otherwise expressly set forth herein but specifically including any claim, order or judgment arising under any applicable Federal, state or local statutes, laws, ordinances, rules and regulations, licensing requirements or conditions (including Medicare or Medicaid requirements or conditions, and environmental laws), or involving the imposition of any lien under any applicable law), in each case to the extent arising or attributable to conditions or events occurring prior to the Effective Time, and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Timetransactions contemplated hereby.

No Assumption of Liabilities. Notwithstanding anything in this Agreement Timely North shall have no obligation for any debts, liabilities, duties or elsewhere to the contrary, no SNH Entity is assumingobligations of CTI or CAT, and no SNH Entity CTI and CAT shall pay, satisfy and discharge all such other debts, liabilities, duties and obligations as they become due. It is expressly understood and agreed between the parties hereto that: (a) The Property shall be responsible forleased or assigned by CTI to Timely North, any liability with general warranties of title, free and clear of any kind or nature and all liens, restrictions, easements, security interests, security agreements, security deeds, claims and encumbrances (excluding leases), and CTI shall be solely liable and responsible for satisfying and discharging, all other liabilities and obligations of CTI, whether known or unknown, absolute, mature or not yet contingent. Timely North shall have the right to directly pay as such amounts become due, liquidated any such obligations and liabilities which are secured by or non-liquidated, contingent, non-contingent, direct or indirect or otherwise, encumber in any manner any of any Mariner Entity or any the Property as of the Closing Date. All other person for: (a) Any costs or expenses, including, but not limited to, legal fees, accounting fees, consulting obligations and financing costs incurred liabilities of CTI shall be paid and discharged by any Mariner Entity CTI in negotiating this Agreement or in consummating a timely manner after the transactions contemplated herebyClosing Date; (b) Any claim as a result Timely North shall not assume, and CTI shall remain liable for, all claims and liabilities, whether arising on or before, or subsequent to the Closing Date, resulting from CTI's breach, at any time, of any injury covenant, condition or other obligation required of CTI under any contract or agreement to any person arising out of the rendering of or failure to render services by any Mariner Entity or provide its or his employees, agents or representatives or any other person performing services for or on behalf of any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or any other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Timeservices; (c) Any liability to set off or recoupment (including set off or recoupment against Post-Effective Time accounts receivable) by any Third Party Payor by reason of any contractual claimEXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 1.2, settlementIT IS EXPRESSLY UNDERSTOOD AND AGREED THAT TIMELY NORTH SHALL NOT ASSUME AND IS NOT ASSUMING, order or judgment retroactively adjusting the amounts payable for reimbursement purposes or recovering overpayments made or requiring the payment of finesNOR SHALL TIMELY NORTH BECOME LIABLE, penalties or damagesOBLIGATED OR RESPONSIBLE FOR THE PAYMENT OF ANY DEBTS, or reduction of prospective payments to any Facility or interestLIABILITIES OR OBLIGATIONS OR THE PERFORMANCE OF ANY DUTIES OF CTI OR CAT, with respect toOF ANY KIND OR NATURE WHATSOEVER, or based uponWHETHER NOW OR HEREAFTER ARISING AND WHETHER CONTINGENT OR LIQUIDATED IN AMOUNT, the services rendered by any Mariner Entity (i) with respect to the Retained FacilitiesINCLUDING, prior to the Effective Time andWITHOUT LIMITATION, subject toANY DEBTS, and upon the terms and conditions contained in the Interim Management AgreementLIABILITIES, after the Effective TimeOBLIGATIONS OR DUTIES ARISING OUT OF ACCOUNTS PAYABLE, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein)TAX LIABILITIES, both prior toEMPLOYEE BENEFITS, and afterCONTRACTS, the Effective Time, including liabilities that are subject to a stay ordered by the Court and liabilities that may be collected against the New Operator under state or Federal law; (d) Any taxes owed by any Mariner Entity, including, but not limited to, any investment tax recapture, depreciation recapture, employer taxes such as F.I.C.A. and F.U.T.A., any sales or use taxes, any personal property taxes, any withholding taxes and any workers' compensation or unemployment insurance premiums or adjustments and, in the case of any Mariner Entity's employees or any of its affiliates' employees, relating to, or arising out of, such employee's employment at any Retained Facility prior to the Effective Time; and with respect to the Transferred Facilities or other operations of the Mariner Entities, both prior to, and after, the Effective Time; (e) Any claim by any employee of any Mariner Entity for wages, salary, vacation, holiday, sick pay, welfare, or fringe benefits, relating to, or arising out of, such employee's employment prior to the Effective Time, except for those Employee Accruals assumed by the New Manager pursuant to Section 10.1 hereof and with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (f) Any claim arising under any instrument, agreement, indenture, contract or understanding to which any Mariner Entity is a party or by which it or any of its property is bound, unless such instrument, agreement, indenture, contract or understanding is explicitly described and affirmed and assumed by the SNH Entities in this Agreement or is otherwise expressly affirmed and assumed by separate instrument in writing executed by SPTMNR; or (g) Any claim, order or judgment otherwise arising out of the operation of any Facility or other operations of the Mariner Entities (except as otherwise expressly set forth herein but specifically including any claim, order or judgment arising under any applicable Federal, state or local statutes, laws, ordinances, rules and regulations, licensing requirements or conditions (including Medicare or Medicaid requirements or conditions, and environmental laws), or involving the imposition of any lien under any applicable law), in each case to the extent arising or attributable to conditions or events occurring prior to the Effective Time, and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective TimeAGREEMENTS OR OTHER TYPES OF LIABILITIES OF CTI OR CAT OR RELATED TO THE OPERATION OF THE BUSINESS.

No Assumption of Liabilities. Notwithstanding EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, BUYER DOES NOT ASSUME AND SHALL NOT BE LIABLE FOR ANY OF THE DEBTS, OBLIGATIONS OR LIABILITIES OF ANY SELLER, ANY SELLER OWNER, ANY AFFILIATE OF ANY SELLER OR SELLER OWNER OR THE FACILITIES, WHENEVER ARISING AND OF WHATEVER TYPE OR NATURE. In particular, but without limiting the foregoing, Buyer shall not assume, and shall not be deemed by anything contained in this Agreement or elsewhere (other than to the contraryextent expressly provided in Section 1.3—“Assumed Obligations”) to have assumed and shall not be liable for any debts, no SNH Entity is assuming, and no SNH Entity shall be responsible forobligations or liabilities of any Seller, any liability Seller Owner, any Affiliate of any kind Seller or nature Seller Owner, or the Facilities, whether known or unknown, absolutecontingent, mature absolute or otherwise and whether or not yet duethey would be included or disclosed in financial statements prepared in accordance with GAAP (the “Retained Liabilities”). Without limitation of the foregoing, liquidated or non-liquidatedSellers’ Retained Liabilities shall include debts, contingent, non-contingent, direct or indirect or otherwise, of any Mariner Entity or any other person for: liabilities and obligations: (a) Any costs or expenses, including, but not limited to, legal fees, accounting fees, consulting and financing costs incurred by any Mariner Entity in negotiating this Agreement or in consummating the transactions contemplated hereby; (b) Any claim as a result of any injury to any person arising out of the rendering of or failure to render services by any Mariner Entity or its or his employees, agents or representatives or any other person performing services for or on behalf of any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or any other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (c) Any liability to set off or recoupment (including set off or recoupment against Post-Effective Time accounts receivable) by any Third Party Payor by reason of any contractual claim, settlement, order or judgment retroactively adjusting the amounts payable for reimbursement purposes or recovering overpayments made or requiring the payment of fines, penalties or damages, or reduction of prospective payments to any Facility or interest, with respect to, or based upon, the services rendered by any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time, including liabilities that are subject to a stay ordered by the Court and liabilities that may be collected against the New Operator under state or Federal law; (d) Any taxes owed by any Mariner Entity, including, but not limited to, any investment tax recapture, depreciation recapture, employer taxes such as F.I.C.A. and F.U.T.A., any sales or use taxes, any personal property taxes, any withholding taxes and any workers' compensation or unemployment insurance premiums or adjustments and, in the case of any Mariner Entity's employees or any of its affiliates' employees, relating to, or arising out of, such employee's employment at any Retained Facility prior to the Effective Time; and with respect to the Transferred Facilities or other operations of the Mariner Entities, both prior to, and after, the Effective Time; (e) Any claim by any employee of any Mariner Entity for wages, salary, vacation, holiday, sick pay, welfare, or fringe benefits, relating to, or arising out of, such employee's employment prior to the Effective Time, except for those Employee Accruals assumed by the New Manager pursuant to Section 10.1 hereof and with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (f) Any claim arising under any instrument, agreement, indenturelease, contract or understanding other agreement to which any Mariner Entity Seller or Seller Owner is a party or by which it any Seller, any Seller Owner or any of its property Facility is bound, unless such instrument, agreement, indenture, contract bound that has not been listed as an Assigned Contract or understanding is explicitly described and affirmed and assumed by an Assigned Personal Property Lease or Assigned Real Property Lease on the SNH Entities in this Agreement or is otherwise expressly affirmed and assumed by separate instrument in writing executed by SPTMNRapplicable Schedule hereto; or (g) Any claim, order or judgment otherwise arising out of the operation of any Facility or other operations of the Mariner Entities (except as otherwise expressly set forth herein but specifically including any claim, order or judgment arising under any applicable Federal, state or local statutes, laws, ordinances, rules and regulations, licensing requirements or conditions (including Medicare or Medicaid requirements or conditions, and environmental laws), or involving the imposition of any lien under any applicable law), in each case to the extent arising or attributable to conditions or events occurring prior to the Effective Time, and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (iib) with respect to any Assigned Contract, Assigned Real Property Lease or Assigned Personal Property Lease, arising from the Transferred period prior to the Closing Date other than executory obligations to be performed in the ordinary course of business following the Closing; (c) arising out of any collective bargaining agreement to which any Seller or any Seller Owner is a party, including but not limited to grievances, arbitrations, unfair labor practice charges, or any matters before the National Labor Relations Board; (d) for any Employee Benefit Plan; (e) for any obligation for Taxes, except as apportioned between the parties pursuant to Section 1.9; (f) for any liability for local or state sales, use or transfer tax and taxes that may be imposed upon the sale or assignment of the Assets pursuant to this Agreement and the several Assignment and Assumption and Xxxx of Sale agreements to be delivered hereunder, regardless of when such obligations may become known and due; (g) for any damages or injuries to persons or property or for any tort or strict liability arising from events, actions or inactions in the operation of the Facilities or related thereto on or prior to the Closing Date; (h) arising out of any litigation arising with respect to the period through the Closing Date, whether or not threatened or pending on or before the Closing Date, including but not limited to proceedings before the Equal Employment Opportunity Commission and/or Massachusetts Commission Against Discrimination, except for obligations arising out of Assigned Contracts involving tax abatement litigation (“Tax Abatement Litigation”); (i) incurred by any Seller or by the Facilities for borrowed money, including capital lease obligations; (j) for any accounts payable of any Seller or any Affiliate of any Seller, or any Seller Owner; (k) for amounts due or that may become due to Medicare, Medicaid or any other operations health care reimbursement or payment intermediary, or other third party payor for services provided through the Closing Date on account of Medicare or Medicaid cost report adjustments or other payment adjustments attributable to any period through the Closing Date, or any other form of Medicare, Medicaid or other health care reimbursement recapture, adjustment or overpayment whatsoever, including fines and penalties, with respect to any period prior to the Closing Date; (l) for all fees and expenses incurred by the Sellers or Seller Owners in connection with this Agreement and the transactions contemplated hereby, including legal, accounting and investment banking fees and expenses; (m) any Losses attributable to the period prior to the Closing arising from any failure to comply with Xxxxxx Laws; and (n) with respect to (i) actions or omissions of or on behalf of any Seller or Seller Owner on or prior to the Closing Date or (ii) events, conditions or circumstances occurring or existing at, on, under or with respect to one or more of the Mariner Entities Facilities or the Real Property on or prior to the Closing Date. The intent and objective of Buyer and Sellers and Signatory Owners is that, except for liabilities explicitly assumed by Buyer hereunder (except as otherwise expressly set forth hereinincluding to the extent specified in Section 1.6(c)), both prior Buyer does not assume, and no transferee liability shall attach to Buyer pertaining to, and after, any of the Effective TimeRetained Liabilities.

No Assumption of Liabilities. Notwithstanding anything It is expressly understood and agreed that, except for the Assumed Obligations, in this Agreement no event shall Purchaser assume or elsewhere agree to the contrary, no SNH Entity is assuming, and no SNH Entity shall be responsible for, pay or incur any liability of any kind or nature whether known or unknownobligation under this Agreement, absoluteincluding under this Section 2.4, mature or not yet due, liquidated or non-liquidated, contingent, non-contingent, direct or indirect or otherwise, in respect of any Mariner Entity liability or obligation of Seller of any other person forkind, nature or description whatsoever, fixed or contingent, inchoate or otherwise (collectively, the “Retained Liabilities”). Seller shall (and Shareholder shall cause Seller to), and shall cause each of its Affiliates to, pay and satisfy in due course all Retained Liabilities. Without limiting the generality of the foregoing, the Retained Liabilities shall include the following: (a) Any costs any liability based on tortious or expensesillegal conduct, includingregardless of when made or asserted, but not limited which arises out of or is based upon any express or implied representation, warranty, agreement or guarantee made by Seller, or alleged to have been made by Seller, or which is imposed or asserted to be imposed by operation of Law, in connection with any service performed or product manufactured and/or sold by or on behalf of Seller, or any Claim seeking recovery for consequential or special damage or lost revenue or income; (b) any liability or obligation to creditors, lenders, customers, vendors or suppliers, or others with whom Seller has a business relationship, whether pursuant to a Contract or otherwise; (c) any liability or obligation to any officer, director or stockholder of Seller; (d) any liability or obligation with respect to, legal feesor in connection with, accounting feesthe Excluded Assets; (e) any liability or obligation with regard to any Tax, consulting and financing costs incurred including any interest or penalties thereon, (i) payable with respect to the Business, Seller or the Assets or (ii) incident to or arising as a consequence of the negotiation or consummation by any Mariner Entity in negotiating Seller of this Agreement or in consummating and the transactions contemplated hereby; (bf) Any claim as a result of any injury liability or obligation to or in connection with any person arising out of the rendering of or failure to render services by any Mariner Entity or its or his employees, agents or representatives independent contractors of Seller, whether or not employed by Seller or Purchaser after the Closing, or under any other person performing services for or on behalf of any Mariner Entity (i) benefit arrangement with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or any other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Timethereto; (c) Any liability to set off or recoupment (including set off or recoupment against Post-Effective Time accounts receivable) by any Third Party Payor by reason of any contractual claim, settlement, order or judgment retroactively adjusting the amounts payable for reimbursement purposes or recovering overpayments made or requiring the payment of fines, penalties or damages, or reduction of prospective payments to any Facility or interest, with respect to, or based upon, the services rendered by any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time, including liabilities that are subject to a stay ordered by the Court and liabilities that may be collected against the New Operator under state or Federal law; (d) Any taxes owed by any Mariner Entity, including, but not limited to, any investment tax recapture, depreciation recapture, employer taxes such as F.I.C.A. and F.U.T.A., any sales or use taxes, any personal property taxes, any withholding taxes and any workers' compensation or unemployment insurance premiums or adjustments and, in the case of any Mariner Entity's employees or any of its affiliates' employees, relating to, or arising out of, such employee's employment at any Retained Facility prior to the Effective Time; and with respect to the Transferred Facilities or other operations of the Mariner Entities, both prior to, and after, the Effective Time; (e) Any claim by any employee of any Mariner Entity for wages, salary, vacation, holiday, sick pay, welfare, or fringe benefits, relating to, or arising out of, such employee's employment prior to the Effective Time, except for those Employee Accruals assumed by the New Manager pursuant to Section 10.1 hereof and with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (f) Any claim arising under any instrument, agreement, indenture, contract or understanding to which any Mariner Entity is a party or by which it or any of its property is bound, unless such instrument, agreement, indenture, contract or understanding is explicitly described and affirmed and assumed by the SNH Entities in this Agreement or is otherwise expressly affirmed and assumed by separate instrument in writing executed by SPTMNR; or (g) Any claimany liability or obligation under any Contract pursuant to which Seller has acquired or is to acquire any assets or properties; (h) any liability or obligation of Seller arising or incurred in connection with the negotiation, order preparation and execution of this Agreement and the transactions contemplated hereby, including fees and expenses of counsel, accountants, advisors and other experts; (i) any and all liabilities and obligations relating to or judgment otherwise arising out of the operation of any Facility product liability or other operations of the Mariner Entities (except as otherwise expressly set forth herein but specifically including any claim, order similar Claims by Persons with respect to products manufactured and/or sold by Seller on or judgment arising under any applicable Federal, state or local statutes, laws, ordinances, rules and regulations, licensing requirements or conditions (including Medicare or Medicaid requirements or conditions, and environmental laws), or involving the imposition of any lien under any applicable law), in each case to the extent arising or attributable to conditions or events occurring prior to the Effective TimeClosing Date; (j) any and all liability or obligation arising out of that certain litigation styled Gosiger, andInc., subject tod/b/a Gosiger Machine Tools v. Air Tool Service Company d/b/a ATSCO, and upon the terms and conditions contained Inc., pending in the Interim Management AgreementCourt of Common Please Lake County, after the Effective TimeOhio, and Case No.: 13CV001282; File No.: 2000-0000-0; and/or (iik) with respect to the Transferred Facilities any other liability or other operations obligation of the Mariner Entities (except as otherwise expressly set forth herein)Seller, both prior towhether absolute or contingent, and after, the Effective Timeinchoate or otherwise.

No Assumption of Liabilities. Notwithstanding anything any provision contained in this Agreement or elsewhere in any exhibit, schedule or other document referred to the in this Agreement contrary, no SNH Entity this Agreement is assuming, intended as and no SNH Entity shall be responsible for, deemed to and agreement for the sale of assets and none of the provisions hereof shall be deemed to create any obligation or liability of any kind or nature whether known or unknown, absolute, mature or not yet due, liquidated or non-liquidated, contingent, non-contingent, direct or indirect or otherwise, of any Mariner Entity or any other person for: (a) Any costs or expenses, including, but not limited to, legal fees, accounting fees, consulting and financing costs incurred by any Mariner Entity in negotiating this Agreement or in consummating the transactions contemplated hereby; (b) Any claim as a result of any injury party to any person arising out or entity that is not a party to this Agreement, whether under a third-party beneficiary theory, laws relating to transferor/transferee liabilities or otherwise. Except as expressly provided in this Agreement, and subject to the Permitted Exceptions, Purchaser shall not assume and shall not discharge or be liable for any debts, liabilities, or obligation of the rendering of or failure to render services by any Mariner Entity or its or his employees, agents or representatives or any other person performing services for or on behalf of any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or any other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (c) Any liability to set off or recoupment (including set off or recoupment against Post-Effective Time accounts receivable) by any Third Party Payor by reason of any contractual claim, settlement, order or judgment retroactively adjusting the amounts payable for reimbursement purposes or recovering overpayments made or requiring the payment of fines, penalties or damages, or reduction of prospective payments to any Facility or interest, with respect to, or based upon, the services rendered by any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time, including liabilities that are subject to a stay ordered by the Court and liabilities that may be collected against the New Operator under state or Federal law; (d) Any taxes owed by any Mariner Entity, Seller including, but not limited to, any investment tax recapture(i) liabilities or obligations of the Seller to its creditors, depreciation recaptureshareholders or owners, employer taxes such as F.I.C.A. and F.U.T.A., any sales (ii) liabilities or use taxes, any personal property taxes, any withholding taxes and any workers' compensation or unemployment insurance premiums or adjustments and, in obligations of the case of any Mariner Entity's employees or any of its affiliates' employees, relating to, or arising out of, such employee's employment at any Retained Facility prior to the Effective Time; and Seller with respect to the Transferred Facilities any acts, events or other operations of the Mariner Entities, both transactions occurring prior to, and afteron or after the Closing, (iii) liabilities or obligations of the Effective Time; (e) Any claim by Seller for any employee of any Mariner Entity for wagesfederal, salarystate, vacation, holiday, sick pay, welfarecounty or local taxes applicable to or assessed against the Facility, or fringe benefits(iv) any contingent liabilities or obligations of the Seller, relating whether known or unknown by the Seller or Purchaser, at or before the Closing. Except as otherwise provided in this Agreement, Purchaser shall have no duty whatsoever to take any action or receive or make any payment or credit arising from or related to any services provided or cost incurred in connection with the management and operation of the Business prior to October 31, 1997 including, but not limited to, any matters relating to cost reports, collections, audits, hearings, or legal action arising out of, such employee's employment prior therefrom; and any amounts received by Purchaser relating thereto shall be promptly delivered to the Effective Time, except for those Employee Accruals assumed by the New Manager pursuant to Section 10.1 hereof and with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (f) Any claim arising under any instrument, agreement, indenture, contract or understanding to which any Mariner Entity is a party or by which it or any of its property is bound, unless such instrument, agreement, indenture, contract or understanding is explicitly described and affirmed and assumed by the SNH Entities in this Agreement or is otherwise expressly affirmed and assumed by separate instrument in writing executed by SPTMNR; or (g) Any claim, order or judgment otherwise arising out of the operation of any Facility or other operations of the Mariner Entities (except as otherwise expressly set forth herein but specifically including any claim, order or judgment arising under any applicable Federal, state or local statutes, laws, ordinances, rules and regulations, licensing requirements or conditions (including Medicare or Medicaid requirements or conditions, and environmental laws), or involving the imposition of any lien under any applicable law), in each case to the extent arising or attributable to conditions or events occurring prior to the Effective Time, and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective TimeSeller.

No Assumption of Liabilities. Notwithstanding anything in this Agreement or elsewhere Purchaser agrees to assume, pursuant to the contraryAssignment and Assumption, no SNH Entity is assuming, the following liabilities and no SNH Entity shall be responsible for, any liability obligations of any kind or nature whether known or unknown, absolute, mature or not yet due, liquidated or non-liquidated, contingent, non-contingent, direct or indirect or otherwise, of any Mariner Entity or any other person for: Matrix: (a) Any any and all liabilities, obligations, costs and expenses arising from or expensesrelating to any of the Contracts, includingincluding without limitation the obligation to promptly, but not limited totimely and fully pay and discharge any amounts or obligations outstanding or to be outstanding under the Contracts, legal feesprovided that Purchaser shall only be liable for the liabilities, accounting feesobligations, consulting costs and financing costs incurred by any Mariner Entity in negotiating this Agreement expenses arising from or in consummating relating to the transactions contemplated hereby; Contracts which arise after the effective date of the Assignment and Assumption; and (b) Any claim as a result of any injury and all liabilities, obligations, costs and expenses arising from or relating to any person Contract Assignment Issue ((a) and (b) are collectively referred to herein as the “Assumed Liabilities” or the “Assumed Obligations”). In addition to the foregoing, Purchaser agrees to promptly reimburse Matrix for any prepaid amounts paid by Matrix under Contracts or MCB Contracts for services under such contracts that occur after the Closing Date. Except for the Assumed Obligations, this Agreement does not transfer, Purchaser does not assume, and Purchaser expressly disclaims any and all liabilities, costs, debts, claims and obligations of Matrix relating to the Assets or otherwise. With respect to any and all claims, liabilities, obligations (including without limitation repurchase or indemnification obligations), costs and expenses to counterparties arising out from or relating to any sale or purchase (as principal, as opposed to broker) of loans or servicing rights by Matrix from such counterparty, Purchaser agrees to use its best efforts in good faith to negotiate with such counterparties regarding any and all claims, liabilities, obligations (including without limitation repurchase or indemnification obligations), costs and expenses relating to such sales and purchases described in this paragraph. Purchaser acknowledges and agrees that Purchaser, rather than Seller, will have the rendering of or failure personnel and resources to render services respond to any claims made by any Mariner Entity or its or his employees, agents or representatives or any other person performing services for or on behalf of any Mariner Entity (i) such counterparties and will do so in a manner consistent with respect to the Retained Facilities, prior to the Effective Time and, subject to, documentation evidencing such sales and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or any other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (c) Any liability to set off or recoupment (including set off or recoupment against Post-Effective Time accounts receivable) by any Third Party Payor by reason of any contractual claim, settlement, order or judgment retroactively adjusting the amounts payable for reimbursement purposes or recovering overpayments made or requiring the payment of fines, penalties or damages, or reduction of prospective payments to any Facility or interest, with respect to, or based upon, the services rendered by any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time, including liabilities that are subject to a stay ordered by the Court and liabilities that may be collected against the New Operator under state or Federal law; (d) Any taxes owed by any Mariner Entity, including, but not limited to, any investment tax recapture, depreciation recapture, employer taxes such as F.I.C.A. and F.U.T.A., any sales or use taxes, any personal property taxes, any withholding taxes and any workers' compensation or unemployment insurance premiums or adjustments and, in the case of any Mariner Entity's employees or any of its affiliates' employees, relating to, or arising out of, such employee's employment at any Retained Facility prior to the Effective Time; and with respect to the Transferred Facilities or other operations of the Mariner Entities, both prior to, and after, the Effective Time; (e) Any claim by any employee of any Mariner Entity for wages, salary, vacation, holiday, sick pay, welfare, or fringe benefits, relating to, or arising out of, such employee's employment prior to the Effective Time, except for those Employee Accruals assumed by the New Manager pursuant to Section 10.1 hereof and with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (f) Any claim arising under any instrument, agreement, indenture, contract or understanding to which any Mariner Entity is a party or by which it or any of its property is bound, unless such instrument, agreement, indenture, contract or understanding is explicitly purchases described and affirmed and assumed by the SNH Entities in this Agreement or is otherwise expressly affirmed and assumed by separate instrument in writing executed by SPTMNR; or (g) Any claim, order or judgment otherwise arising out of the operation of any Facility or other operations of the Mariner Entities (except as otherwise expressly set forth herein but specifically including any claim, order or judgment arising under any applicable Federal, state or local statutes, laws, ordinances, rules and regulations, licensing requirements or conditions (including Medicare or Medicaid requirements or conditions, and environmental laws), or involving the imposition of any lien under any applicable law), in each case to the extent arising or attributable to conditions or events occurring prior to the Effective Time, and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Timeparagraph.

No Assumption of Liabilities. Notwithstanding anything in this Agreement In no event shall Buyer assume or elsewhere be ---------------------------- liable for (or be deemed to have assumed or become liable for) or take the contrary, no SNH Entity is assuming, and no SNH Entity shall Assets subject to (or be responsible for, deemed to have taken the Assets subject to) any liability obligations or liabilities of Seller of any kind kind, type or nature nature, whether known or unknown, contingent or absolute, mature accrued or not yet due, liquidated or non-liquidated, contingent, non-contingent, direct or indirect or otherwise, of any Mariner Entity or any other person for: otherwise except for (a) Any costs or expenses, including, but not limited to, legal fees, accounting fees, consulting the CIT Loan and financing costs incurred by any Mariner Entity in negotiating this Agreement or in consummating the transactions contemplated hereby; (b) Any claim Seller's obligations under the Contracts being assumed by Buyer, as a result indicated on Exhibit C hereto (the "Assumed Contracts") arising from and after the Closing. It is expressly understood and agreed that Buyer shall not be liable for any of the obligations or liabilities of Seller of any injury to any person arising out of the rendering of or failure to render services by any Mariner Entity or its or his employees, agents or representatives or any other person performing services kind and nature except for or on behalf of any Mariner Entity (i) the CIT Loan and (ii) Seller's obligations under the Assumed Contracts arising at or after the Closing. Notwithstanding any other provision in this Agreement, the parties specifically agree that Buyer shall have no liability with respect to the Retained FacilitiesAssets or the Wafer Fab Operations, including liability for claims or losses related to Seller's business prior to the Effective Time andClosing Date and product liability or defect claims or losses or environmental claims or losses, subject towhether direct or indirect, tangible or intangible, alleged or proven, together with any and upon the terms all investigation, defense and conditions contained in the Interim Management Agreementother handling loss, after the Effective Timecost or expense, and (ii) with respect except for liabilities specifically provided for herein. In addition to the Transferred Facilities or any other operations indemnity commitments of the Mariner Entities (except as otherwise expressly set forth herein)Seller, both prior toSeller specifically agrees to indemnify and hold harmless Buyer from any and all loss, and after, the Effective Time; (c) Any liability to set off cost or recoupment (including set off or recoupment against Post-Effective Time accounts receivable) by any Third Party Payor by reason of any contractual claim, settlement, order or judgment retroactively adjusting the amounts payable for reimbursement purposes or recovering overpayments made or requiring the payment of fines, penalties or damages, or reduction of prospective payments to any Facility or interest, with respect to, or based upon, the services rendered by any Mariner Entity (i) with respect to the Retained Facilities, prior to the Effective Time and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time, including liabilities that are subject to a stay ordered by the Court and liabilities that may be collected against the New Operator under state or Federal law; (d) Any taxes owed by any Mariner Entityexpense, including, but not limited towithout limitation, any investment tax recaptureand all investigation, depreciation recapture, employer taxes such as F.I.C.A. and F.U.T.A., any sales or use taxes, any personal property taxes, any withholding taxes and any workers' compensation or unemployment insurance premiums or adjustments and, in the case of any Mariner Entity's employees or any of its affiliates' employees, relating to, or arising out of, such employee's employment at any Retained Facility prior to the Effective Time; and with respect to the Transferred Facilities defense or other operations handling costs, related to liabilities or claims of the Mariner Entities, both prior to, and after, the Effective Time; (e) Any claim by any employee liabilities of any Mariner Entity for wages, salary, vacation, holiday, sick pay, welfare, or fringe benefits, relating to, or arising out of, such employee's employment prior to the Effective Time, except for those Employee Accruals Seller not specifically assumed by the New Manager pursuant to Section 10.1 hereof and with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time; (f) Any claim arising under any instrument, agreement, indenture, contract or understanding to which any Mariner Entity is a party or by which it or any of its property is bound, unless such instrument, agreement, indenture, contract or understanding is explicitly described and affirmed and assumed by the SNH Entities Buyer in this Agreement or is otherwise expressly affirmed and assumed by separate instrument in writing executed by SPTMNR; or (g) Any claim, order or judgment otherwise arising out of the operation of any Facility or other operations of the Mariner Entities (except as otherwise expressly set forth herein but specifically including any claim, order or judgment arising under any applicable Federal, state or local statutes, laws, ordinances, rules and regulations, licensing requirements or conditions (including Medicare or Medicaid requirements or conditions, and environmental laws), or involving the imposition of any lien under any applicable law), in each case to the extent arising or attributable to conditions or events occurring prior to the Effective Time, and, subject to, and upon the terms and conditions contained in the Interim Management Agreement, after the Effective Time, and (ii) with respect to the Transferred Facilities or other operations of the Mariner Entities (except as otherwise expressly set forth herein), both prior to, and after, the Effective Time.