Common use of Retained Liabilities and Obligations Clause in Contracts

Retained Liabilities and Obligations. Anything in this Agreement to the contrary notwithstanding, Parent shall be responsible for all of the liabilities and obligations not hereby expressly assumed by Company and Company shall not assume, or in any way be liable or responsible for, any liabilities or obligations of Parent that are not expressly assumed by Company under Section 2.3 hereof (the "Excluded Liabilities"). Without limiting the generality of the foregoing, the Excluded Liabilities shall include: (A) any liability or obligation under Contracts or other agreements to which Parent is a party or by or to which it or any of its assets, properties or rights are bound or subject but which are not Assumed Contracts; (B) any liability or obligation arising out of the employment by Parent or any of its Affiliates of any employees, whether before or after the Closing Date, other than any such employment liability or obligation which relates to the employees of the ROI Business (excluding any such liability relating to the employee benefit plans described in clause (F) below, or any severance obligation in respect of any employee of Parent terminated in connection with the transactions contemplated by this Agreement); (C) any liability or obligation of Parent owing to any stockholder, subsidiary or Affiliate thereof; (D) any liabilities related to (i) Income Taxes of the Parent, (ii) Taxes attributable to the transfer of the ROI Assets pursuant to this Agreement, (iii) Taxes attributable to periods ending on or prior to the Closing Date (except for sales taxes for products sold by the ROI Division), (iv) Taxes of any person other than the Parent pursuant to an agreement or otherwise and (v) any Taxes for which Company may be liable under Treas. Reg ss. 1.1502-6 or similar provisions of state or foreign law; (E) any liability or obligation arising under any Environmental Law attributable to or incurred as a result of any acts, omissions, or conditions first occurring or in existence as of or prior to the Closing Date, including, but not limited to, any liability or obligation with respect to the generation, release, handling, discharge, treatment, storage, disposal, or presence of Hazardous Materials; (F) except with respect to any contribution obligations directly related to any Transferred Employee's period of coverage under or participation in any 401(k) plan, any liability or obligation of Parent or any of its Affiliates under any and all employee benefit arrangements or practices providing retirement benefits, stock options, stock purchase rights or, in connection with the transactions contemplated by this Agreement, severance; (G) any obligations or liabilities in respect of written employment agreements relating to the employment of any employee of Parent (with the exception of contracts for the engagement of independent contractors); (H) any liability, obligation or debt of Parent with respect to any Action (i) listed on Schedule 2.4 or (ii)(a) pending or, to the Knowledge of Parent, threatened against the ROI Division, Parent or any of its Affiliates as of the Closing Date and (b) not listed on Schedule 2.3(e); (I) except for the assumption by Company of all Parent's debts, obligations and liabilities under the Health+Cast Guaranty (in an amount not to exceed $12,500,000), any claim or cause of action by any party in connection with any transaction, agreement or business relationship between Parent and Health+Cast, or between the ROI Division and Health+Cast; (J) any intercompany liabilities; and (K) liabilities exclusively arising out of or related to any of the Excluded Assets.

Retained Liabilities and Obligations. Anything in this Agreement to the contrary notwithstanding, Parent Seller shall be responsible for all of the liabilities and obligations not hereby expressly assumed by Company Buyer and Company Buyer shall not assume, or in any way be liable or responsible for, any liabilities or obligations of Parent Seller that are not expressly assumed by Company Buyer under Section 2.3 hereof (the "Excluded Liabilities"). Without limiting the generality of the foregoing, the Excluded Liabilities shall include: (A) any liability or obligation under Contracts contracts or other agreements to which Parent Seller is a party or by or to which it or any of its assets, properties or rights are bound or subject but which are not Assumed Contracts; (B) any liability or obligation arising out of the employment by Parent Seller or any of its Affiliates of any employees, whether before or after the Closing Date, other than any such employment liability or obligation which relates to the employees of the ROI Seller Business (excluding any such liability relating to the employee benefit plans described in clause (F) below, or any severance obligation in respect of any employee of Parent Seller terminated in connection with the transactions contemplated by this Agreement); (C) any liability or obligation of Parent Seller owing to any stockholder, subsidiary or Affiliate thereof; (D) any liabilities related to (i) Income Taxes of the ParentSeller, (ii) Taxes attributable to the transfer of the ROI Seller Assets pursuant to this Agreement, (iii) Taxes attributable to periods ending on or prior to the Closing Date (except for sales taxes for products sold by the ROI Division), (iv) Taxes of any person other than the Parent Buyer pursuant to an agreement or otherwise and (viv) any Taxes for which Company Buyer may be liable under Treas. Reg Reg. ss. 1. 1.15021502-6 or similar provisions of state or foreign law; (E) any liability or obligation arising under any Environmental Law attributable to or incurred as a result of any acts, omissions, or conditions first occurring or in existence as of or prior to the Closing Date, including, but not limited to, any liability or obligation with respect to the generation, release, handling, discharge, treatment, storage, disposal, or presence of Hazardous Materials; (F) except with respect to any contribution obligations directly related to any Transferred Employee's period of coverage under or participation in any 401(k) plan, any liability or obligation of Parent Seller or any of its Affiliates under any and all employee benefit arrangements or practices providing retirement benefits, stock options, stock purchase rights or, in connection with the transactions contemplated by this Agreement, severance; (G) any obligations or liabilities in respect of written employment agreements relating to the employment of any employee of Parent Seller (with the exception of contracts for the engagement of independent contractors); (H) any liability, obligation or debt of Parent Seller with respect to any Action (i) listed on Schedule 2.4 3.13 or (ii)(a) pending or, to the Knowledge of Parent, or threatened against the ROI DivisionSeller, Parent or any of its Affiliates as of the Closing Date and (b) not listed on Schedule 2.3(e); (I) except for the assumption by Company of all Parent's debts, obligations and liabilities under the Health+Cast Guaranty (in an amount not to exceed $12,500,000), any claim or cause of action by any party in connection with any transaction, agreement or business relationship between Parent and Health+Cast, or between the ROI Division and Health+Cast; (J) any intercompany liabilities3.13; and (KI) liabilities exclusively arising out of or related to any of the Excluded Assets.

Retained Liabilities and Obligations. Anything in Notwithstanding Section 2.1 of this Agreement or any other provision of this Agreement or the Disclosure Schedule to the contrary notwithstandingcontrary, Parent shall be responsible for all of the liabilities and obligations not hereby expressly assumed by Company and Company Assumed Liabilities shall not assumeinclude, and Buyer shall not assume or in any way be liable or responsible for, any liabilities Liabilities of Seller set forth below except to the extent they are accrued or obligations of Parent that are not expressly assumed by Company under Section 2.3 hereof reserved for as current Liabilities on the Closing Date Balance Sheet (the "Excluded “Retained Liabilities"). Without limiting ”) The Seller expressly understands and agrees that except for the generality Assumed Liabilities, the Buyer has not agreed to pay, will not be required to assume and will have no liability or obligation, direct or indirect, absolute or contingent, of the foregoing, the Excluded Liabilities shall include: (A) any liability or obligation under Contracts or other agreements to which Parent is a party or by or to which it Seller or any of its assetsAffiliates, properties which Liabilities will, as between the Seller, on the one hand, and the Buyer, on the other hand, remain the sole responsibility of, and will be satisfied by, the Seller, including, without limitation: (a) Any Liabilities arising under, in connection with or rights are bound related to any Seller Employee Benefit Plan; (b) Any Liabilities arising in connection with or subject but which are related to any Business Employee who does not Assumed Contracts; accept Buyer’s offer of employment pursuant to Section 8.1 (Bother than Liabilities incurred by Buyer solely as a result of Buyer’s noncompliance with Law in connection with its offer of employment to Business Employees pursuant to Section 8.1 or any breach by Buyer of its obligations under Section 8.1); (c) any liability Any Liabilities arising in connection with or obligation arising out of related to the employment by Parent or any of its Affiliates of any employees, whether before or after the Closing Date, other than any such employment liability or obligation which relates to the employees of the ROI Business (excluding any such liability relating prior to the employee benefit plans described in clause Closing, other than vacation and floating holiday balances of Employees assumed by Buyer pursuant to Section 8.1; (Fd) below, or Any Liabilities for any severance obligation in respect of any employee of Parent terminated in connection with the transactions contemplated by this Agreement); (C) any liability or obligation of Parent owing to any stockholder, subsidiary or Affiliate thereof; (D) any liabilities related to (i) Income Taxes of the Parent, Seller or SPX (ii) Taxes attributable to the transfer of the ROI Assets pursuant to this Agreement, (iii) Taxes attributable to periods ending on or prior to the Closing Date (except for sales taxes for products sold by the ROI Division), (iv) Taxes of any person other than the Parent pursuant to an agreement or otherwise and (v) any Taxes for which Company may be liable under Treas. Reg ss. 1.1502-6 or similar provisions of state or foreign law; (E) any liability or obligation arising under any Environmental Law attributable to or incurred as a result of any acts, omissions, or conditions first occurring or in existence as of or prior to the Closing Date, including, but not limited to, any liability or obligation with respect to the generation, release, handling, discharge, treatment, storage, disposal, or presence of Hazardous Materials; (F) except with respect to any contribution obligations directly related to any Transferred Employee's period of coverage under or participation in any 401(k) plan, any liability or obligation of Parent or any of its Affiliates under any and all employee benefit arrangements or practices providing retirement benefits, stock options, stock purchase rights or, in connection with whether resulting from the transactions contemplated by this Agreement, severance; or otherwise) and any liability for any other Taxes of Seller or SPX for any taxable period or portion thereof ending on or before the Closing Date except to the extent such liability for Taxes is set forth on the Closing Date Balance Sheet; (Ge) any obligations Any litigation or liabilities proceedings pending on the Closing Date against Seller or with respect to the Business, whether civil, criminal, regulatory or otherwise; (f) Any Liabilities of Seller on account of indebtedness for borrowed money or represented by (i) notes, (ii) bonds that evidence indebtedness, surety bonds, performance bonds, letters of credit and the like, or (iii) debentures (or reimbursement agreements in respect thereof), together with all accrued interest thereon and applicable prepayment premiums; (g) Any costs, expenses, fees of written employment agreements relating attorneys, accountants, consultants or brokers engaged by Seller related to the employment negotiation or preparation of any employee this Agreement or the consummation of Parent the Closing; (with h) Any claims for workers’ compensation by employees of the exception Business to the extent that such claims arise out of contracts for occurrences prior to the engagement of independent contractors); (H) any liability, obligation Closing Date or debt of Parent with respect to any Action Business Employee who is not an Employee (as defined in Section 8.1); (i) listed on Schedule 2.4 or Any Liability for bonuses payable to any Employee under the SPX 2005 Bonus Plan; (ii)(aj) pending or, Any stay bonuses due to the Knowledge of Parent, threatened against the ROI Division, Parent or any of its Affiliates as employees of the Closing Date and Business by Seller as a result of consummation of the Closing; (bk) not listed on Schedule 2.3(e); (I) except for the assumption by Company of all Parent's debts, obligations and liabilities under the Health+Cast Guaranty (in an amount not to exceed $12,500,000), any claim or cause of action by any party in connection with any transaction, agreement or business relationship between Parent and Health+Cast, or between the ROI Division and Health+Cast; (J) any intercompany liabilities; and (K) liabilities exclusively Any Liability arising out of or related to (A) the disposal, release or use of Hazardous Materials by the Seller or its Affiliates on the Leased Real Property or with respect to the Real Properties (other than the Leased Real Property) of the Seller or its Affiliates on or prior to Closing or (B) any violation of any Environmental Laws by the Seller or its Affiliates on the Leased Real Property or with respect to the Real Properties (other than the Leased Real Property) of the Seller or its Affiliates on or prior to Closing; (l) The failure of the Seller to obtain any clearance certificate or similar document required by any taxing authority in order to relieve the Buyer of any obligation to withhold any portion of the Purchase Price in order to avoid any successor liability for Taxes; (m) Any unauthorized use by Seller of the Xxxxx name and xxxx; (n) The excess over $25,000 per claim, action, event or occurrence of the Liabilities relating to actions, events or occurrences occurring prior to Closing described in clause (k) of Section 2.1 that arise within three (3) years after Closing. (o) To the extent not duplicative of or inconsistent with clauses (a)-(n) above, liabilities exclusively or primarily arising out of any of the Excluded Assets; and Seller shall remain liable for and will pay, perform or otherwise discharge all of its liabilities and obligations arising under all Retained Liabilities in the ordinary course of business; provided, however, Seller shall have the ability to contest such liabilities and obligations in good faith by appropriate proceedings.

Retained Liabilities and Obligations. Anything in this Agreement Except for the Assumed Liabilities, Purchaser shall not assume and under no circumstances shall Purchaser be obligated to pay or assume, and none of the contrary notwithstanding, Parent assets of Purchaser shall be responsible or become liable for all of the liabilities and obligations not hereby expressly assumed by Company and Company shall not assumeor subject to, any liability, indebtedness, commitment, or in any way be liable or responsible for, any liabilities or obligations obligation of Parent that are not expressly assumed by Company under Section 2.3 hereof (the "Excluded Liabilities"). Without limiting the generality of the foregoing, the Excluded Liabilities shall include: (A) any liability or obligation under Contracts or other agreements to which Parent is a party or by or to which it Seller or any of its assetsAffiliates, properties whether known or rights are bound unknown, fixed or subject but which are not Assumed Contracts; contingent, recorded or unrecorded, currently existing or hereafter arising or otherwise, including, without limitation, the following (Bcollectively, the “Retained Liabilities”): (a) any debt, obligation, expense or liability or obligation arising out of the employment by Parent Seller or any of its Affiliates (or any predecessor operator of the Hospital or the Acquired Assets) that is not an Assumed Liability; (b) claims or potential claims for medical malpractice or general liability arising from events that occurred prior to the Effective Time; (c) any liabilities associated with or arising out of any employees, whether before or after of the Closing Date, other than any such employment liability or obligation which relates Retained Assets; (d) liabilities and obligations in respect of periods prior to the employees Effective Time arising under the terms of the ROI Business (excluding any such liability relating to the employee benefit plans described in clause (F) belowMedicare, Medicaid, CHAMPUS, Blue Cross, or any severance obligation other third party payor programs, and any liability arising pursuant to the Medicare, Medicaid, CHAMPUS, Blue Cross, or any other third party payor programs as a result of the consummation of any of the transactions contemplated under this Agreement; (e) federal, state or local tax liabilities or obligations in respect of periods prior to the Effective Time, including, without limitation, any income tax, any franchise tax, any tax recapture, any sales and/or use tax, and any FICA, FUTA, workers’ compensation, and any and all other taxes or amounts due and payable as a result of the exercise by the employees at the Hospital of such employee’s right to vacation, sick leave, personal leave, bonus time, holiday benefits or such other paid time-off benefits accrued while in the employ of Seller or any of its Affiliates. (f) liability for any and all claims by or on behalf of Seller’s current or former employees relating to periods prior to the Effective Time, including, without limitation, liability for any pension, profit sharing, deferred compensation, or any other employee health and welfare benefit plans, liability for any EEOC claim, ADA claim, FMLA claim, wage and hour claim, unemployment compensation claim, or workers’ compensation claim; (g) any obligation or liability accruing, arising out of, or relating to any federal, state or local investigations or inquiry of, or claims or actions against, Seller or any of Parent terminated its Affiliates or any of their employees, medical staff, agents, vendors or representatives (including but not limited to inquiries of, or claims or actions by, the Office of Inspector General (“OIG”), Federal Bureau of Investigation (“FBI”), the Department of Justice (“DOJ”), Internal Revenue Service (“IRS”), and/or any state agency or private individual acting in the capacity of qui tam relator or qui tam plaintiff), with respect to acts or omissions prior to the Effective Time, including, without limitation, damages, penalties, fines, assessments and attorneys’ fees, as well as any costs associated with or arising from researching, reviewing, providing or copying records and responding to search warrants, civil investigative demands, summons or subpoenas; (h) any civil or criminal obligation or liability accruing, arising out of, or relating to any acts or omissions of Seller, its Affiliates or their respective partners, directors, officers, employees and agents claimed to violate any constitutional provision, statute, ordinance or other law, rule, regulation, interpretation or order of any governmental entity, including, without limitation, any costs associated with, or arising from: providing or copying records; responding to search warrants, summons, or subpoenas; and providing legal counsel to any employee, officer or director of Purchaser or its Affiliates in connection with the transactions contemplated by this Agreement); (C) any liability or obligation of Parent owing to any stockholder, subsidiary or Affiliate thereof; (D) any liabilities related to therewith; (i) Income Taxes of the Parent, (ii) Taxes attributable to the transfer of the ROI Assets pursuant to this Agreement, (iii) Taxes attributable to periods ending on liabilities or prior to the Closing Date (except for sales taxes for products sold by the ROI Division), (iv) Taxes of any person other than the Parent pursuant to an agreement or otherwise and (v) any Taxes for which Company may be liable under Treas. Reg ss. 1.1502-6 or similar provisions of state or foreign law; (E) any liability or obligation obligations arising under any Environmental Law attributable to or incurred as a result of any acts, omissions, breach by Seller at any time of any contract or conditions first occurring commitment that is not assumed by Purchaser; (j) liabilities or in existence as obligations arising out of or any breach by Seller prior to the Closing DateEffective Time of any Acquired Contract, Personal Property Lease or Real Property Lease; (k) any debt, obligation, expense, or liability arising out of or incurred solely as a result of any transaction of Seller occurring after the Effective Time or arising out of any violation by Seller of any law, regulation, or ordinance at any time (including, without limitation, those pertaining to fraud, environmental, healthcare regulatory and ERISA matters); (l) all liabilities and obligations relating to any oral agreements, oral contracts or oral understandings with any referral sources including, but not limited to, any liability physicians, unless reduced to writing and expressly assumed as part of the Acquired Contracts; and (m) liabilities or obligation obligations with respect to the generation, release, handling, discharge, treatment, storage, disposal, ownership or presence operation of Hazardous Materials; (F) except with respect to any contribution obligations directly related to any Transferred Employee's period of coverage under assets owned or participation in any 401(k) plan, any liability or obligation of Parent operated by Seller or any of its Affiliates under any and all employee benefit arrangements or practices providing retirement benefits, stock options, stock purchase rights or, in connection with other than the transactions contemplated by this Agreement, severance; (G) any obligations or liabilities in respect of written employment agreements relating to the employment of any employee of Parent (with the exception of contracts for the engagement of independent contractors); (H) any liability, obligation or debt of Parent with respect to any Action (i) listed on Schedule 2.4 or (ii)(a) pending or, to the Knowledge of Parent, threatened against the ROI Division, Parent or any of its Affiliates as of the Closing Date and (b) not listed on Schedule 2.3(e); (I) except for the assumption by Company of all Parent's debts, obligations and liabilities under the Health+Cast Guaranty (in an amount not to exceed $12,500,000), any claim or cause of action by any party in connection with any transaction, agreement or business relationship between Parent and Health+Cast, or between the ROI Division and Health+Cast; (J) any intercompany liabilities; and (K) liabilities exclusively arising out of or related to any of the Excluded Acquired Assets.

Retained Liabilities and Obligations. Anything in this Agreement to the contrary notwithstandingSeller shall retain, Parent shall be responsible for perform and discharge any and all of the following liabilities and obligations related to the Assets, to the business of the Divisions and/or to Seller (the “Retained Liabilities”):, and Seller will satisfy each of the following liabilities or obligations as it becomes due, including, but not hereby expressly assumed limited to: (a) any liability, obligation or expense of Seller arising out of or incidental to the consummation of the transactions contemplated in this Agreement; (b) any liability for income taxes (whether federal, state, local or foreign) or other taxes on or measured by Company income, gross receipts, profits or occupations, franchise taxes, excise taxes, employment taxes, unemployment taxes, payroll taxes, employee taxes, employer taxes, sales and Company shall not assumeuse taxes, real property taxes, personal property taxes (including any liability for personal property taxes accruing, arising or in any way resulting from, or determined with respect to, or in any way be liable relating to or responsible forreferenced by, any liabilities period prior to the Closing Date, including but not limited to, taxes arising as a result of the transfer of the Assets or obligations otherwise by virtue of Parent that are the consummation of the transactions contemplated in this Agreement, and any other tax or taxes imposed which relate to periods prior to the Closing Date, whether or not expressly assumed assessed (or any penalties or assessments with respect to any Plan), by Company under Section 2.3 hereof (any federal, state, municipal, local or other governmental agency, foreign or domestic, including assessments in the "Excluded Liabilities"). Without limiting the generality nature of taxes, including interest and penalties on any of the foregoing, (collectively, “Tax” or “Taxes”) of Seller except Taxes relating to the Excluded Liabilities shall include: Assumed Receivables; (Ac) any liability or obligation under Contracts with respect to any claim, action, suit or demand against Seller or any legal, administrative or other agreements proceeding or judgment against Seller with respect to which Parent is a party any act or by omission where the initial event or to which it or any of its assets, properties or rights are bound or subject but which are not Assumed Contracts; (B) any liability or obligation arising out of the employment by Parent or any of its Affiliates of any employees, whether before or after the Closing Date, other than any such employment liability or obligation which relates events giving rise to the employees of the ROI Business (excluding any such liability relating to the employee benefit plans described in clause (F) below, or any severance obligation in respect of any employee of Parent terminated in connection with the transactions contemplated by this Agreement); (C) any liability or obligation of Parent owing to any stockholder, subsidiary or Affiliate thereof; (D) any liabilities related to (i) Income Taxes of the Parent, (ii) Taxes attributable to the transfer of the ROI Assets pursuant to this Agreement, (iii) Taxes attributable to periods ending same occurred on or prior to the Closing Date (except for sales taxes for products sold by the ROI Division), (iv) Taxes of any person other than the Parent pursuant to an agreement or otherwise and (v) any Taxes for which Company may be liable under Treas. Reg ss. 1.1502-6 or similar provisions of state or foreign law; (E) any liability or obligation arising under any Environmental Law attributable to or incurred as a result of any acts, omissions, or conditions first occurring or in existence as of or prior to the Closing Date, includingother than (i) accrued vacation pay for employees of Seller, but not limited to(ii) obligations to perform tinder Contracts and Permits, (iii) obligations or liabilities relating to the Assets (including without limitation the condition, performance or use prior) thereof (unless such obligations also create a breach under a representation or warranty of Seller hereunder) and other Assumed Liabilities; (d) any indebtedness to any bank(s), financial institution(s) or other parties with respect to the borrowing of money by the Seller; (e) any liability or obligation with respect to employees resulting from death, injury or loss suffered or incurred in the course of employment or resulting from any act or omission where the initial event or events giving rise to such liability or obligation occurred on or prior to the generation, release, handling, discharge, treatment, storage, disposal, or presence of Hazardous MaterialsClosing Date; and (Ff) except with respect to any contribution obligations directly related to any Transferred Employee's period of coverage under or participation in any 401(k) plan, any liability or obligation of Parent or any of its Affiliates under any and all employee benefit arrangements or practices providing retirement benefits, stock options, stock purchase rights or, in connection with the transactions contemplated by this Agreement, severance; (G) any obligations or liabilities in respect of written employment agreements relating to the employment of any employee of Parent (with the exception of contracts for the engagement of independent contractors); (H) any liability, obligation or debt of Parent with respect to any Action (i) listed on Schedule 2.4 or (ii)(a) pending or, to the Knowledge of Parent, threatened against the ROI Division, Parent or any of its Affiliates as of the Closing Date and (b) not listed on Schedule 2.3(e); (I) except for the assumption by Company of all Parent's debts, obligations and liabilities under the Health+Cast Guaranty (in an amount not to exceed $12,500,000), any claim or cause of action by any party in connection with any transaction, agreement or business relationship between Parent and Health+Cast, or between the ROI Division and Health+Cast; (J) any intercompany liabilities; and (K) liabilities exclusively employees arising out of or related to any their dismissal from service other than accrued vacation pay and payment of wages and withholding through the Excluded Assetsdate of termination.

Retained Liabilities and Obligations. Anything in this Agreement The Assumed Liabilities shall not include, and Seller shall not assign to the contrary notwithstandingPurchaser, Parent shall be responsible for all of the liabilities and obligations not hereby expressly assumed by Company and Company Purchaser shall not assume, or in any way be liable or responsible for, any liabilities or obligations of Parent that are not expressly assumed by Company under Section 2.3 hereof (the "Excluded Liabilities"). Without limiting the generality of the foregoingliabilities, the Excluded Liabilities shall include: (A) any liability or obligation under Contracts or other agreements to which Parent is a party or by or to which it or any of its assetsthe costs, properties expenses, claims, losses or rights are bound or subject but which are not Assumed Contracts; (B) any liability or obligation other obligations and liabilities related thereto, arising out of or relating to the employment by Parent Business or any of its Affiliates the Assets and relating to or arising out of any employeescircumstances, events or actions occurring prior to the Closing, whether before known or after unknown, accrued, absolute, matured or unmatured, liquidated or unliquidated, known or unknown, contingent, actual or otherwise, except for the Closing DateAssumed Liabilities specifically enumerated in Section 3.1 above (together, the “Retained Liabilities”). The Retained Liabilities shall remain the sole responsibility of Seller, and shall be retained, paid, performed and discharged solely by Seller. For clarity, the Retained Liabilities include any and all liabilities of Seller or relating to the operation of the Business prior to the Closing, other than the Assumed Liabilities, including, without limitation, the following: (a) Except as specifically set forth in Section 3.1(f), any such employment liability or obligation which relates to the employees of Seller (including employees of the ROI Business (excluding Business) arising prior to or as of the Closing to provide benefits to such employees under any such liability relating of the Employee Benefit Plans or any liabilities associated with severance payments due or to become due to the employee benefit plans described in clause employees of Seller (F) belowincluding employees of the Business), or any severance obligation in respect whether arising from the consummation of any employee of Parent terminated in connection with the transactions contemplated by this Agreement); (C) hereby, or otherwise, and any liability or obligation of Parent owing claims relating to any stockholderEmployee Benefit Plans, subsidiary any other bonus, benefit or Affiliate thereof; compensation plan, fund, arrangement or agreement, of Seller, or the termination thereof accruing or arising on or prior to the Closing; (Db) any Any Environmental Liabilities and Costs and Safety Liabilities and Costs; (c) Any liabilities related relating to (i) Income Taxes or arising out of Actions against Seller, the Business or the Assets which are pending or threatened as of the Parent, Closing; (iid) Any liabilities for Taxes attributable to Seller or the transfer Business for periods prior to the Closing and any Taxes that arise as a result of the ROI sale of Assets pursuant to this Agreement; (e) Any liabilities for debt (including bank debt and notes payable) including interest thereon to any Person, including limited partners or Affiliates of Seller (iii) Taxes attributable to periods ending on or prior to the Closing Date (except for sales taxes for products sold by the ROI Division), (iv) Taxes of any person other than the Parent pursuant to an agreement or otherwise and (v) any Taxes for which Company may be liable under Treas. Reg ss. 1.1502-6 or similar provisions of state or foreign law; (E) any liability or obligation arising under any Environmental Law attributable to or incurred as a result of any acts, omissions, or conditions first occurring or in existence as of or prior to the Closing Date, including, but not limited to, any liability including those trade accounts payable described in Section 3.1(a) or obligation with respect to the generation, release, handling, discharge, treatment, storage, disposal, or presence of Hazardous Materials; contingent liabilities described in Section 3.1(d); (Ff) except with respect to any contribution obligations directly related to any Transferred Employee's period of coverage under or participation in any 401(k) plan, any liability or obligation of Parent or any of its Affiliates under any and all employee benefit arrangements or practices providing retirement benefits, stock options, stock purchase rights or, in connection with the transactions contemplated by this Agreement, severance; (G) any obligations or Any liabilities in respect of written employment agreements relating to the employment of any employee of Parent (with the exception of contracts for the engagement of independent contractors); (H) any liability, obligation or debt of Parent with respect to any Action (i) listed on Schedule 2.4 or (ii)(a) pending or, to the Knowledge of Parent, threatened against the ROI Division, Parent or any of its Affiliates as of the Closing Date and (b) not listed on Schedule 2.3(e); (I) except for the assumption by Company of all Parent's debts, obligations and liabilities under the Health+Cast Guaranty (in an amount not to exceed $12,500,000), any claim or cause of action by any party in connection with any transaction, agreement or business relationship between Parent and Health+Cast, or between the ROI Division and Health+Cast; (J) any intercompany liabilities; and (K) liabilities exclusively arising out of or related to any of the Excluded Assets.; (g) All liabilities and obligations of Seller for workers’ compensation liabilities, occupational injury, payroll, consulting fees through the Closing Date or for fees or other expenses of Seller, including all liabilities incurred in connection with or related to the sale or transfer of the Assets; (h) All liabilities and obligations of Seller for fees, costs and expenses of attorneys, independent public accountants, investment bankers or other representatives incurred in connection with the negotiation, preparation or consummation of the Transaction Documents; (i) All liabilities and obligations of Seller arising out of or based on any contract with any employee for accrued but unpaid bonuses; (j) All liabilities and obligations of Seller for the sales and transfer taxes described below in Section 6.7, and the costs and expenses of Seller described below in Section 14.1; (k) All liabilities and obligations of Seller (i) owed to a Related Person, or (ii) otherwise listed on or required to be listed on Schedule 5.1(w); and (l) All liabilities of Seller under guarantees or other credit support arrangements given by Seller in favor of Dynafund, Ltd.

Retained Liabilities and Obligations. Anything in this Agreement to the contrary notwithstanding, Parent shall be responsible for all of the liabilities and obligations not hereby expressly assumed by Company and Company shall not assume, or in any way be liable or responsible for, any liabilities or obligations of Parent that are not expressly assumed by Company under Section 2.3 hereof (the "Excluded Liabilities"). Without limiting the generality of the foregoing, the Excluded Liabilities shall include: (A) any liability or obligation under Contracts or other agreements to which Parent is a party or by or to which it or any of its assets, properties or rights are bound or subject but which are not Assumed Contracts; (B) any liability or obligation arising out of the employment by Parent or any of its Affiliates of any employees, whether before or after the Closing Date, other than any such employment liability or obligation which relates to the employees of the ROI Business (excluding any such liability relating to the employee benefit plans described in clause (F) below, or any severance obligation in respect of any employee of Parent terminated in connection with the transactions contemplated by this Agreement); (C) any liability or obligation of Parent owing to any stockholder, subsidiary or Affiliate thereof; (D) any liabilities related to (i) Income Taxes of the Parent, (ii) Taxes attributable to the transfer of the ROI Assets pursuant to this Agreement, (iii) Taxes attributable to periods ending on or prior to the Closing Date (except for sales taxes for products sold by the ROI Division), (iv) Taxes of any person other than the Parent pursuant to an agreement or otherwise and (v) any Taxes for which Company may be liable under Treas. Reg ss. Section 1.1502-6 or similar provisions of state or foreign law; (E) any liability or obligation arising under any Environmental Law attributable to or incurred as a result of any acts, omissions, or conditions first occurring or in existence as of or prior to the Closing Date, including, but not limited to, any liability or obligation with respect to the generation, release, handling, discharge, treatment, storage, disposal, or presence of Hazardous Materials; (F) except with respect to any contribution obligations directly related to any Transferred Employee's period of coverage under or participation in any 401(k) plan, any liability or obligation of Parent or any of its Affiliates under any and all employee benefit arrangements or practices providing retirement benefits, stock options, stock purchase rights or, in connection with the transactions contemplated by this Agreement, severance; (G) any obligations or liabilities in respect of written employment agreements relating to the employment of any employee of Parent (with the exception of contracts for the engagement of independent contractors); (H) any liability, obligation or debt of Parent with respect to any Action (i) listed on Schedule 2.4 or (ii)(a) pending or, to the Knowledge of Parent, threatened against the ROI Division, Parent or any of its Affiliates as of the Closing Date and (b) not listed on Schedule 2.3(e); (I) except for the assumption by Company of all Parent's debts, obligations and liabilities under the Health+Cast Guaranty (in an amount not to exceed $12,500,000), any claim or cause of action by any party in connection with any transaction, agreement or business relationship between Parent and Health+Cast, or between the ROI Division and Health+Cast; (J) any intercompany liabilities; and (K) liabilities exclusively arising out of or related to any of the Excluded Assets.