Common use of Retained Liabilities of the Business Clause in Contracts

Retained Liabilities of the Business. Ashland and the Asset Selling Corporations shall retain and be responsible for the following Liabilities (the “Retained Liabilities”): (a) Liabilities arising exclusively out of or relating exclusively to the Excluded Assets; (b) Liabilities to the extent arising in connection with a Seller Benefit Plan, except for Assumed Employee Liabilities; (c) Liabilities for (i) Taxes of Ashland and the Asset Selling Corporations and Taxes arising out of or measured by the conduct of the Business or the ownership of the Conveyed Assets for all Pre-Closing Date Tax Periods and (ii) all Transfer Taxes and VAT incurred in connection with the consummation of the transactions contemplated by this Agreement and the Implementing Agreements and Transition Agreements that are allocated to Ashland pursuant to Sections 7.4(b) and (c) (such liabilities in clauses (i) and (ii), the “Retained Tax Liabilities”), except for Assumed Tax Liabilities; (d) Retained Specified Remediation Liabilities; (e) Other Retained Remediation Liabilities for which written notice has been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date; (f) Retained Litigation Product Liabilities for which written notice of a pending Proceeding or written threat of a proceeding has been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date; (g) Retained Litigation Non-Product Liabilities for which written notice of a pending Proceeding or written threat of a proceeding has been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date; (h) Retained Employee Liabilities; and (i) Liabilities for Indebtedness of Ashland and the Asset Selling Corporations, other than guarantees by Ashland or any Asset Selling Corporation related to the Business (“Retained Indebtedness”) Notwithstanding any other provision of this Agreement, Ashland and the Asset Selling Corporations shall retain and be responsible for any Liabilities arising exclusively out of the operation or conduct by Ashland or its Affiliates of any business other than the Business.

Retained Liabilities of the Business. Ashland Notwithstanding any provision in this Agreement, Seller and its Affiliates (excluding the Asset Selling Corporations Conveyed Companies) shall retain and be responsible for the following Liabilities (collectively, the “Retained Liabilities”): (ai) Liabilities arising exclusively out for which any Seller Entity (or Seller) (other than any Conveyed Company) expressly has responsibility pursuant to the terms of this Agreement or relating exclusively any other Transaction Document; (ii) except as expressly set forth in Section 2.4(h), Liabilities to the extent related to the Excluded Assets; (biii) intercompany Liabilities of the Seller Entities, other than the Assumed Intercompany Payables; (iv) except as otherwise provided for herein, any costs or expenses incurred by Seller or any of its Affiliates in connection with this Agreement, any other Transaction Document or the transactions contemplated hereby or thereby; (v) any Liabilities of any Seller Entity (other than any Conveyed Company) with respect to any Indebtedness, other than Assumed Debt; (vi) all Liabilities for or with respect to Taxes of an Asset Selling Entity (except to the extent expressly assumed pursuant to Section 2.4(d)) or for which Seller bears responsibility pursuant to Article VII; (vii) without limiting the generality of Section 2.5(ix), the Retention Bonuses, the Retained U.S. Pension Plan Liability, the Retained German Pension Plan Liability, the Retained Employee Liabilities and the Change of Control Bonuses; (viii) (A) all Liabilities relating to the matters described in Section 2.4(l) in excess of $9,000,000 and (B) all Liabilities (other than Liabilities described in Section 2.4(l)) arising out of any reduction in force of employees performed or commenced prior to the Closing or which arise with respect to the matters described on Schedule 2.5(viii) of the Seller Disclosure Letter; (ix) all Liabilities related to each current or former employee of Seller and its Affiliates, including any Former Employee (or any dependent or beneficiary of any such employee), other than (A) as set forth in Section 2.4(h) or (B) as set forth in Section 5.5 (the “Retained Employee Liabilities”); (x) all Liabilities with respect to any Benefit Plan that is not an Assumed Plan or Conveyed Company Benefit Plan, except as provided in Section 2.4(h) or Section 5.5; (xi) subject to Section 5.5(e), all Liabilities relating to or arising out of the Restructuring; (xii) all Retained Environmental Liabilities; (xiii) all Liabilities related to Codenoll Technology Corporation; (xiv) all Liabilities relating to or arising out of or relating to the facts and circumstances that are the subject matter of the Actions set forth on Schedule 2.5(a)(xiv) of the Seller Disclosure Letter; (xv) all Liabilities to the extent arising in connection with a Seller Benefit Plan, except for Assumed Employee Liabilities; (c) Liabilities for (i) Taxes of Ashland and the Asset Selling Corporations and Taxes arising out of or measured by the conduct of not relating to the Business or the ownership of the Conveyed Assets for all Pre-Closing Date Tax Periods and (ii) all Transfer Taxes and VAT incurred in connection with the consummation of the transactions contemplated by this Agreement and the Implementing Agreements and Transition Agreements that are allocated to Ashland pursuant to Sections 7.4(b) and (c) (such liabilities in clauses (i) and (ii), the “Retained Tax Liabilities”), except for Assumed Tax Liabilities; (d) Retained Specified Remediation Liabilities; (e) Other Retained Remediation Liabilities for which written notice has been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date; (f) Retained Litigation Product Liabilities for which written notice of a pending Proceeding or written threat of a proceeding has been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date; (g) Retained Litigation Non-Product Liabilities for which written notice of a pending Proceeding or written threat of a proceeding has been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date; (h) Retained Employee LiabilitiesPurchased Assets; and (ixvi) (A) all Liabilities for of the Conveyed Companies (other than Indebtedness of Ashland and the Asset Selling Corporations, other than guarantees by Ashland or any Asset Selling Corporation related to the Business (“Retained Indebtedness”Conveyed Companies) Notwithstanding any other provision of this Agreement, Ashland and the Asset Selling Corporations shall retain and be responsible for any Liabilities arising exclusively out of the operation or conduct by Ashland type described in the foregoing clauses Section 2.5(i) to Section 2.5(xv) and (B) all Liabilities of Seller or its Affiliates of any business other than (including the BusinessConveyed Companies) to the extent relating to the Excluded Assets.

Retained Liabilities of the Business. Ashland (a) Notwithstanding any provision in this Agreement, Parent, Seller and the Asset Selling Corporations their respective Subsidiaries shall retain and be responsible for the following Liabilities which would otherwise be included in the Assumed Liabilities (collectively, the “Retained Liabilities”): (ai) Liabilities arising exclusively out for which Seller expressly has responsibility pursuant to the terms of or relating exclusively this Agreement; (ii) Liabilities to the extent related to the Excluded Assets; (biii) Liabilities to the extent arising except as otherwise provided for herein, any costs or expenses incurred by Seller in connection with a Seller Benefit Plan, except for Assumed Employee Liabilitiesthis Agreement or the Transactions; (civ) any Liabilities for (i) Taxes of Ashland and the Asset Selling Corporations and Taxes arising out of or measured by the conduct of the Business or the ownership of the Conveyed Assets for all Pre-Closing Date Tax Periods and (ii) all Transfer Taxes and VAT Seller to pay any Indebtedness incurred in connection with the consummation of the transactions contemplated by this Agreement and the Implementing Agreements and Transition Agreements that are allocated to Ashland pursuant to Sections 7.4(b) and (c) (such liabilities in clauses (i) and (ii), the “Retained Tax Liabilities”), except for Assumed Tax Liabilities; (d) Retained Specified Remediation Liabilities; (e) Other Retained Remediation Liabilities for which written notice has been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date; (fv) Retained Litigation Product all Liabilities for or with respect to Taxes for which written notice Seller bears responsibility pursuant to Section 5.6; (vi) all Liabilities in respect of a pending Proceeding abandoned or written threat of a proceeding has been received by Ashland unclaimed property reportable under any unclaimed property, escheat or similar Law where the dormancy period elapsed on or prior to or on the fifth (5th) anniversary of the Closing Date; (gvii) Retained Litigation Non-Product all pension Liabilities; (viii) all Liabilities arising under a collective bargaining agreement to which no Sold Company is a party; (ix) all Liabilities with respect to Seller Plans and all Liabilities for which written notice the Retention Bonuses; (x) all Liabilities resulting from the incurrence or triggering of a pending Proceeding withdrawal liability (as defined in Sections 4203 and 4205 of ERISA) and/or delinquent contributions (as defined in Section 515 of ERISA) by Seller or written threat the Controlled Group (including any contingent or secondary withdrawal liability) to any multiemployer plan (as defined in Section 4001(a)(3) of a proceeding has been received by Ashland ERISA) (“Multiemployer Plan”) on or prior to the Closing or on as a result of the fifth Transactions, to the extent such withdrawal liability and/or delinquent contributions relate to (5thA) anniversary Seller’s or the Controlled Group’s contribution history to such Multiemployer Plan, (B) operations with respect to Seller prior to the Closing Date, and/or (C) the benefits attributable to the service of any employee of Seller or the Controlled Group prior to the Closing Date; (hxi) Retained Employee Liabilitiesthose Liabilities set forth on Schedule 2.5(a)(xi); (xii) all Liabilities arising prior to, on or after the Closing under any Environmental Law or relating to Releases of Hazardous Materials in connection with or relating to (A) any property (other than the Purchased Assets) previously but not currently owned, leased or operated by Parent, Seller or any of their respective Subsidiaries (other than the Sold Companies) prior to the Closing or (B) any location (other than the Purchased Assets) to which any Hazardous Materials generated in connection with the Business have been transported for treatment, storage, disposal or recycling by Parent, Seller or any of their respective Subsidiaries (other than the Sold Companies) solely prior to Closing; and (ixiii) those Liabilities for Indebtedness set forth on Schedule 2.5(a)(xiii) hereto. (b) After the Closing Date, each of Ashland Parent and Seller shall take all actions (or shall cause its Affiliates to take all actions) reasonably requested by Buyer to effect the Asset Selling Corporations, other than guarantees by Ashland or any Asset Selling Corporation related to the Business (“Retained Indebtedness”) Notwithstanding any other provision provisions of this AgreementSection 2.5, Ashland and including the Asset Selling Corporations shall retain and be responsible for prompt assumption of any Retained Liabilities arising exclusively out of the operation or conduct that are held by Ashland Seller or its Affiliates of any business other than and are transferred inadvertently at the BusinessClosing.

Retained Liabilities of the Business. Ashland (a) Notwithstanding any provision in this Agreement, Seller and its Affiliates (other than the Asset Selling Corporations Conveyed Companies) shall retain and be responsible for the following Liabilities (collectively, the “Retained Liabilities”): (ai) Liabilities arising exclusively out for which any of Seller or relating exclusively any of its Affiliates expressly has responsibility pursuant to the terms of this Agreement or any Ancillary Agreement; (ii) except as expressly set forth in ‎Section 2.4(h), ‎Section 2.4(i) or ‎Section 5.7, Liabilities to the extent related to the Excluded Assets; (biii) intercompany Liabilities of Seller and its Affiliates, other than the Assumed Intercompany Payables and Liabilities related to the Assumed Intercompany Receivables; (iv) except as otherwise provided for herein, any attorney, investment banker, consultant, tax accountant, accountant or advisor fees (or similar costs or expenses) incurred by Seller and its Affiliates in connection with this Agreement, any Ancillary Agreement or the transactions contemplated hereby or thereby, including all costs and expenses associated with the engagement of Citigroup Global Markets, Inc.; (v) any Liabilities of any of Seller or an Affiliate of Seller to pay any Indebtedness incurred prior to the Closing (except to the extent reflected in the Debt Adjustment Amount); (vi) all Liabilities for or with respect to Taxes for which Seller bears responsibility pursuant to Article ‎VII; (vii) all payables related to value-added Taxes or similar Taxes or import/export duties of or with respect to a Pre-Closing Period for which Seller would otherwise be responsible pursuant to Article ‎VII; (viii) all Liabilities to the extent arising relating to (A) any current or former employee of Seller or its Affiliates (including any Former Business Employees) other than any Business Employee to the extent set forth in connection with a Seller Benefit Plan, except for Assumed Sections ‎2.4(h) and ‎(i) above and (B) the Excluded Employee Liabilities; (cix) all Liabilities for to the extent relating to any Retained Benefit Plan, except to the extent set forth in Section ‎2.4(h) above; (ix) Taxes all Liabilities relating to the matters described in Schedule 2.5(a)(x) of Ashland and the Asset Selling Corporations and Taxes Seller Disclosure Letter (xi) all Liabilities to the extent relating to or arising out of or measured by the conduct Restructuring (other than any such Liabilities that are Assumed Liabilities); (xii) all Liabilities to the extent relating to the matter set forth on Schedule 2.4(a) of the Seller Disclosure Letter; (xiii) all Liabilities to the extent not related to the Business or the ownership Purchased Assets (other than any such Liabilities that are Assumed Liabilities); (xiv) except as expressly set forth in ‎Section 2.4(g), all Liabilities relating to any Environmental Law, Hazardous Substance, or off-site disposal of waste; (xv) all Liabilities of the Conveyed Assets for all Pre-Closing Date Tax Periods and Companies which would be Retained Liabilities pursuant to this ‎Section 2.5 if Liabilities of Seller or any Affiliate of Seller other than a Conveyed Company; (iixvi) all Transfer Taxes Liabilities under the portion of any Commingled Contract to the extent relating to the businesses retained by Seller and VAT incurred its Affiliates; and (xvii) all Liabilities of, arising from, relating to or in connection with the consummation Persons set forth on Schedule 2.5(a)(xvii) of the transactions contemplated by this Agreement and the Implementing Agreements and Transition Agreements that are allocated to Ashland pursuant to Sections 7.4(b) and (c) (such liabilities in clauses (i) and (ii), the “Retained Tax Liabilities”), except for Assumed Tax Liabilities; (d) Retained Specified Remediation Liabilities; (e) Other Retained Remediation Liabilities for which written notice has been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date; (f) Retained Litigation Product Liabilities for which written notice of a pending Proceeding or written threat of a proceeding has been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date; (g) Retained Litigation Non-Product Liabilities for which written notice of a pending Proceeding or written threat of a proceeding has been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date; (h) Retained Employee Liabilities; and (i) Liabilities for Indebtedness of Ashland and the Asset Selling Corporations, other than guarantees by Ashland or any Asset Selling Corporation related to the Business (“Retained Indebtedness”) Notwithstanding any other provision of this Agreement, Ashland and the Asset Selling Corporations shall retain and be responsible for any Liabilities arising exclusively out of the operation or conduct by Ashland or its Affiliates of any business other than the BusinessSeller Disclosure Letter.

Retained Liabilities of the Business. Ashland Except in each case as otherwise expressly provided in this Agreement, none of Purchaser and any of its Affiliates shall be a successor to Sellers or their Affiliates with respect to, and shall not assume or agree to pay, perform or otherwise discharge, nor shall they be or become responsible for, any Liabilities of Sellers other than the Asset Selling Corporations shall retain and be responsible for the following Assumed Liabilities (such Liabilities other than the Assumed Liabilities, the “Retained Liabilities”):). Without limiting the generality of the foregoing, none of Purchaser and any of its Affiliates assumes or agrees to pay, perform or otherwise discharge the Liabilities of Sellers or any of their Affiliates arising out of or relating to the following: (a) Liabilities arising exclusively out of or relating exclusively for which any Seller has responsibility pursuant to the Excluded Assetsterms of this Agreement or any Ancillary Agreement; (b) Liabilities of Sellers or their Affiliates arising prior to the extent arising in connection with a Seller Benefit PlanClosing, except for the Assumed Employee Liabilities; (c) Liabilities for (i) Taxes of Ashland and Sellers or their Affiliates to the Asset Selling Corporations and Taxes extent related to or arising out of or measured by the conduct of the Business Excluded Assets or the ownership Retained Businesses (which, for the avoidance of the Conveyed doubt, shall not include any capital expenditures incurred to transfer any Purchased Assets for all Pre-Closing Date Tax Periods and (ii) all Transfer Taxes and VAT incurred in connection with the consummation of the transactions contemplated by this Agreement and the Implementing Agreements and Transition Agreements that are allocated from any Retained Facility to Ashland pursuant to Sections 7.4(b) and (c) (such liabilities in clauses (i) and (iiany Facility), the “Retained Tax Liabilities”), except for Assumed Tax Liabilities; and; (d) Retained Specified Remediation LiabilitiesAccounts Payable arising prior to the Closing; (e) Other Retained Remediation Liabilities for which written notice has been received by Ashland prior to or on the fifth (5th) anniversary intercompany accounts payable in respect of the Closing DateBusiness that are owing from any Seller and due to Seller Parent or any of its other Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) (“Retained Intercompany Payables”); (f) Retained Litigation Product Liabilities for which written notice of Taxes relating to the Purchased Assets or the Business with respect to a pending Proceeding or written threat of a proceeding has been received by Ashland prior to or on the fifth (5th) anniversary of the Pre-Closing DateTax Period, except as otherwise as provided in Section 6.6(e)(i); (g) Retained Litigation Non-Product Liabilities for which written notice all Indebtedness of a pending Proceeding or written threat of a proceeding has been received by Ashland prior to or on the fifth Seller Parent and its Affiliates (5th) anniversary other than Indebtedness of the Closing DateConveyed Subsidiaries and their Subsidiaries included in the calculation of Final Net Cash pursuant to Section 2.10); (h) Retained Employee LiabilitiesSeller Transaction Expenses; (i) Shared Contractual Liabilities to the extent allocated or assigned to Seller Parent pursuant to Section 6.26 (including pursuant to any pass-through or alternative arrangement entered into by the Parties thereunder); (j) all Liabilities retained by the Sellers as provided in Section 6.7(d) and Section 6.19; and (ik) Liabilities for Indebtedness of Ashland and the Asset Selling Corporations, other than guarantees by Ashland or any Asset Selling Corporation related to the Business (“Retained Indebtedness”set forth in Section 2.6(k) Notwithstanding any other provision of this Agreement, Ashland and the Asset Selling Corporations shall retain and be responsible for any Liabilities arising exclusively out of the operation or conduct by Ashland or its Affiliates of any business other than the BusinessSeller Disclosure Letter.

Retained Liabilities of the Business. Ashland and Notwithstanding any other provision in this Agreement to the contrary, the Asset Selling Corporations Entities shall retain and be responsible for for, and Sellers shall cause the Asset Selling Entities to satisfy and discharge when due, the following Liabilities (collectively, the “"Retained Liabilities”):"), except, in each case, to the extent such Liability is paid or discharged by means of a reduction in the Gross Purchase Price pursuant to Section 2.8: (a) any and all Liabilities arising exclusively out of or relating exclusively for which any Asset Selling Entity expressly has responsibility pursuant to the Excluded Assetsterms of this Agreement; (bi) any and all Liabilities to the extent arising related to the Excluded Assets or the Retained Assets and (ii) any Liability relating to any Environmental Condition at facilities or sites not included in connection with a Seller Benefit Plan, except for Assumed Employee Liabilitiesthe Transferred Real Property and any shut-down costs related to such facilities or sites; (c) subject to Section 5.17, any and all intercompany Liabilities for (i) Taxes of Ashland and the Asset Selling Corporations Entities, other than amounts due and Taxes arising out owing among Conveyed Companies and Asset Selling Entities and any of their respective Affiliates for goods and services bought, sold or measured by provided in the conduct ordinary course of the Business or the ownership of the Conveyed Assets for all Pre-Closing Date Tax Periods and (ii) all Transfer Taxes and VAT incurred in connection with the consummation of the transactions contemplated by this Agreement and the Implementing Agreements and Transition Agreements that are allocated to Ashland pursuant to Sections 7.4(b) and (c) (such liabilities in clauses (i) and (ii), the “Retained Tax Liabilities”), except for Assumed Tax LiabilitiesBusiness; (d) Retained Specified Remediation Liabilities; (e) Other Retained Remediation any and all Liabilities for which written notice has been received by Ashland of any Asset Selling Entity to pay any Indebtedness incurred on or prior to or on the fifth (5th) anniversary of the Closing Date; (e) any and all Liabilities of any Asset Selling Entity for Taxes, except to the extent specifically assumed by Purchaser in Sections 2.4(i) or 2.4(j); (f) Retained Litigation Product except as expressly set forth in Section 5.4 or Section 5.5, any and all Liabilities for which written notice of a pending Proceeding or written threat of a proceeding has been received by Ashland prior to or on the fifth (5th) anniversary of the Closing DateAsset Selling Entities in connection with any Benefit Plan, including, without limitation, Liabilities of the Asset Selling Entities under ERISA; (g) Retained Litigation Nonany and all Liabilities with respect to (i) any equity-Product Liabilities related arrangement between any Seller (or any Affiliate of any Seller) and any Business Employee, (ii) retiree medical liabilities with respect to retired and former Business Employees and actively employed Business Employees eligible for which written notice retiree medical benefits as of a pending Proceeding or written threat of a proceeding has been received the Closing, and/or (iii) all severance and/or Retention Agreement benefits with respect to Business Employees terminated by Ashland any Seller prior to or on the fifth Closing (5th) anniversary but, for the avoidance of doubt, not including any technical termination of any such Business Employees that occurs solely as a consequence of the Closing Datetransactions contemplated hereby); (h) Retained Employee Liabilitiesany and all Liabilities of the Asset Selling Entities to any stockholder, partner, member or other equity holder of any of such entities or their respective Affiliates; (i) any and all Liabilities of Sellers, Sellers' ultimate parent entity or any of their respective Affiliates relating to or arising out of state and federal securities laws, rules, and regulations, fiduciary duties, the Sarbanes-Oxley Act of 2002, as amended, the listing requirements of txx Xxx Xxxx Xxock Exchange or any other securities exchange on which the shares or debt securities of Sellers' ultimate parent entity or any subsidiary thereof are or have been listed, or in connection with any investigation by the National Association of Securities Dealers, Inc.; (j) any and all Liabilities arising from any violation of customs and export control Laws by Sellers in respect of the Business prior to the Closing; and (ik) Liabilities for Indebtedness of Ashland any and the Asset Selling Corporations, other than guarantees by Ashland or any Asset Selling Corporation related to the Business (“Retained Indebtedness”) Notwithstanding any other provision of this Agreement, Ashland and the Asset Selling Corporations shall retain and be responsible for any all Liabilities arising exclusively out of the operation or conduct by Ashland or its Affiliates of any business other than the Businessmatters described on Schedule 2.5(k).

Retained Liabilities of the Business. Ashland and (a) Notwithstanding any provision in this Agreement, the Asset Selling Corporations Entities (and, in the case of Section 2.5(a)(iv) and Section 2.5(a)(vi) below, the Equity Selling Entities) shall retain and be responsible only for the following Liabilities liabilities relating to the Business (collectively, the “Retained Liabilities”): (ai) Liabilities arising exclusively out for which any Asset Selling Entity expressly has responsibility pursuant to the terms of or relating exclusively this Agreement; (ii) Liabilities solely related to the Excluded Assets; (biii) Liabilities intercompany payables of the Business owed to the extent arising in connection with Seller or a Seller Benefit Plan, except for Affiliate other than Assumed Employee Intercompany Payables; (iv) Excluded Environmental Liabilities; (cv) any Liabilities of any Asset Selling Entity to pay any Indebtedness incurred prior to the Closing Date, subject to the provisions of Section 5.13; (vi) all Liabilities for (i) or with respect to Taxes of Ashland and the Asset Selling Corporations and Taxes arising out of or measured by the conduct of the Business for which Seller or the ownership Seller Entities bear responsibility pursuant to Article VII; (vii) all Liabilities for Performance Bonuses, all Liabilities arising under any retention, change in control or similar agreement or obligation entered into or otherwise agreed upon with a Business Employee prior to the Closing and all Liabilities arising under any deferred compensation arrangement of Seller and its Affiliates; (viii) all Liabilities for any claim by a Business Employee under any Seller Benefit Plan that is a medical, dental or vision plan, incurred prior to the Conveyed Assets for Closing, regardless of when such claim is reported by such Business Employee; (ix) all PreLiabilities arising under post-Closing Date Tax Periods retirement health and post-retirement life insurance plans of Seller and its Affiliates and all Liabilities under stock option and other equity-based compensation plans of Seller and its Affiliates; (x) all Liabilities arising under the Tyco International (US) Inc. Retirement Savings and Investment Plan I, as amended and restated as of August 3, 2002, relating to the special pension supplement credited as a transitional benefit on behalf of eligible Business Employees who were participants in the AMP Incorporated Pension Plan; (xi) all Liabilities arising under the Tyco Electronics Pension Plan Part II - AMP dated as of October 1, 2000; (xii) (A) all Liabilities with respect to U.S. Business Employees who do not become Transferred Employees; and (iiB) all Transfer Taxes and VAT incurred in connection Liabilities with the consummation of the transactions contemplated by this Agreement and the Implementing Agreements and Transition Agreements that respect to Business Employees who are allocated to Ashland not U.S. Business Employees who do not become Transferred Employees, unless such Liabilities arise pursuant to Sections 7.4(b) Law (e.g., if applicable, statutorily required severance pay); provided that, for the avoidance of doubt, any Liability arising under any legal proceeding or claim related to workers’ compensation or equal opportunity and brought by or on behalf of any Former Employee or Business Employee (c) (such liabilities in clauses (i) and (iior any beneficiary thereof), the “Retained Tax Liabilities”), except for Equal Employment Opportunity Commission or the Office of Federal Contract Compliance shall be an Assumed Tax Liabilities; (d) Retained Specified Remediation Liabilities; (e) Other Retained Remediation Liabilities for which written notice has been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date; (f) Retained Litigation Product Liabilities for which written notice of a pending Proceeding or written threat of a proceeding has been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date; (g) Retained Litigation Non-Product Liabilities for which written notice of a pending Proceeding or written threat of a proceeding has been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date; (h) Retained Employee LiabilitiesLiability; and (ixiii) all Liabilities for Indebtedness of Ashland and the Asset Selling Corporations, other than guarantees by Ashland or any Asset Selling Corporation related to the Business (“Retained Indebtedness”set forth in Schedule 2.5(a)(xiii) Notwithstanding any other provision of this Agreement, Ashland and the Asset Selling Corporations shall retain and be responsible for any Liabilities arising exclusively out of the operation or conduct by Ashland or its Affiliates of any business other than the BusinessSeller Disclosure Letter.

Retained Liabilities of the Business. Ashland and Notwithstanding any provision in this Agreement, the Asset Selling Seller Corporations shall retain and be responsible only for the following Liabilities liabilities relating to the Business (the “Retained Liabilities”): (a) the Excluded Environmental Liabilities; (b) Liabilities arising exclusively resulting from (i) all lawsuits pending as of the Closing solely to the extent resulting from the conduct of the Business by any Seller Corporation, Affiliate thereof or Conveyed Company prior to the Closing, including the pending lawsuits listed on Schedule 5.8 and amendments to such pending lawsuits to the extent any new claims in such amendments arise out of the same facts and circumstances as such pending lawsuits and (ii) lawsuits arising (either before or relating exclusively after the Closing) out of the same facts and circumstances as such pending lawsuits but only to the extent that such lawsuits are not based, directly or indirectly, on the acts (or the failure to act) of Purchaser; (c) Liabilities for which any Seller Corporation expressly has responsibility pursuant to the terms of this Agreement; (d) Liabilities to the extent related to the Excluded Assets; (be) Liabilities to intercompany Liabilities, other than amounts due and owing among the extent arising Conveyed Companies and the Asset Selling Corporations in connection with a Seller Benefit Plan, except for Assumed Employee Liabilitiesrespect of the Business; (cf) Liabilities with respect to Employees accruing on or prior to the Closing, except as otherwise provided in this Agreement; (g) Liabilities from Product Claims pending as of the Closing, including the pending Product Claims listed on Schedule 5.8; and (h) any and all Liabilities for Taxes related to the Business or the Purchased Assets for taxable periods ending on or prior to the Closing, except for (i) Taxes of Ashland and the Asset Selling Corporations and Taxes arising out of attributable to Purchaser Tax Acts or measured by the conduct of the Business or the ownership of the Conveyed Assets for all Pre-Closing Date Tax Periods and (ii) all Transfer Taxes and VAT incurred in connection with the consummation of the transactions contemplated by this Agreement and the Implementing Agreements and Transition Agreements that are allocated to Ashland pursuant to Sections 7.4(b) and (c) (such liabilities in clauses (i) and (ii), the “Retained Tax Liabilities”), except for Assumed Tax Liabilities; (d) Retained Specified Remediation Liabilities; (e) Other Retained Remediation Liabilities for which written notice has been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date; (f) Retained Litigation Product Liabilities for which written notice of a pending Proceeding or written threat of a proceeding has been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date; (g) Retained Litigation Non-Product Liabilities for which written notice of a pending Proceeding or written threat of a proceeding has been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date; (h) Retained Employee Liabilities; and (i) Liabilities for Indebtedness of Ashland and the Asset Selling Corporations, other than guarantees by Ashland or any Asset Selling Corporation related to the Business (“Retained Indebtedness”) Notwithstanding any other provision of this Agreement, Ashland and extent reflected or reserved against in the Asset Selling Corporations shall retain and be responsible for any Liabilities arising exclusively out of the operation or conduct by Ashland or its Affiliates of any business other than the BusinessWorking Capital Statement.

Retained Liabilities of the Business. Ashland and Notwithstanding any ---------------------------------------- provision in this Agreement, the Asset Selling Seller Corporations shall retain and be responsible only for the following Liabilities liabilities relating to the Business (the “"Retained Liabilities”):"): ------------------- (a) Liabilities arising exclusively out of or relating exclusively to the Excluded Assets; Environmental Liabilities; (b) Liabilities resulting from all lawsuits pending as of the Closing to the extent arising in connection with a resulting from the conduct of the Business by any Seller Benefit PlanCorporation or Conveyed Company prior to the Closing, except for Assumed Employee Liabilities;or otherwise relating to the operation of the Business or the Seller's Business prior to Closing, including the pending lawsuits listed on Schedule 5.8; ------------- (c) Liabilities for which any Seller Corporation expressly has responsibility pursuant to the terms of this Agreement; (id) Taxes of Ashland Liabilities exclusively associated with the Excluded Assets; (e) Intercompany Liabilities, other than amounts due and owing among the Conveyed Companies and the Asset Selling Corporations in respect of the Business; (f) Liabilities or obligations to former employees of the Seller Corporations and liabilities or obligations to Employees which accrued prior to the Closing, except (i) as otherwise provided in this Agreement, (ii) as accrued and provided for on the Working Capital Statement, (iii) amounts at the Closing applicable to the Xxxxxxxxx Sword GmbH Pension Plan that were reflected in the Financial Statements for the year ended December 31, 2001, (iv) other employee and former employee accrued liabilities at the Closing that will not exceed $2,000,000 that was reflected in the Financial Statements for the year ended December 31, 2001, or (v) liabilities or obligations with respect to former employees or Employees with respect to which assets are or will be transferred pursuant to this Agreement; (g) Liabilities from Product Claims reported and pending as of the Closing, including the pending Product Claims listed on Schedule 5.8; ------------- (h) any and all Liabilities for Taxes related to the Business or the Purchased Assets for taxable periods prior to the Closing, except for (i) Taxes attributable to actions of Purchaser occurring after the Closing or (ii) to the extent reflected or reserved against in the Working Capital Statement; (i) any and all Liabilities, excluding Products Liabilities claims, of the Conveyed Companies arising prior to or after the Closing to the extent such Liabilities arise from acts prior to the Closing and are not related to, or arise out of or measured by of, the conduct operation of the Business or the ownership or use of the Conveyed Assets Purchased Assets; (j) post-retirement medical insurance, post-retirement life insurance and any other post-retirement benefits for all Pre-Closing Date Tax Periods and (ii) all Transfer Taxes and VAT incurred in connection with the consummation former employees of the transactions contemplated by this Agreement Business and the Implementing Agreements and Transition Agreements that are allocated to Ashland pursuant to Sections 7.4(b) and (c) (for Employees who would otherwise be eligible for such liabilities in clauses (i) and (ii), the “Retained Tax Liabilities”), except for Assumed Tax Liabilities; (d) Retained Specified Remediation Liabilities; (e) Other Retained Remediation Liabilities for which written notice has been received by Ashland prior to or on the fifth (5th) anniversary benefits as of the Closing Date; (fexcept as may otherwise be required by Law); and (k) Retained Litigation Product Liabilities for which written notice of a pending Proceeding or written threat of a proceeding has been received by Ashland prior to or on the fifth (5th) anniversary any and all Indebtedness of the Closing Date; (g) Retained Litigation Non-Product Liabilities for which written notice Business existing as of a pending Proceeding or written threat of a proceeding has been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date; (h) Retained Employee Liabilities; and (i) Liabilities for Closing, including any Indebtedness of Ashland and the Asset Selling Corporations, other than guarantees by Ashland any Conveyed Company or any Asset Selling Corporation related other than Indebtedness of a Conveyed Company to the Business (“Retained Indebtedness”) Notwithstanding any other provision of this Agreement, Ashland another Conveyed Company and the Asset Selling Corporations shall retain and be responsible for any Liabilities arising exclusively out of the operation or conduct by Ashland or its Affiliates of any business other than the BusinessHong Kong Debt.

Retained Liabilities of the Business. Ashland and the Asset Selling Corporations Notwithstanding any provision in this Agreement, Parent shall retain and be responsible for all Liabilities of Parent and its Affiliates other than the following Assumed Liabilities (the “Retained Liabilities”):). Retained Liabilities shall include, without limitation, the following: (a) all Liabilities arising exclusively out resulting from ownership of the Shares or relating exclusively the conduct of the Business prior to the Excluded AssetsClosing Date; (b) Liabilities resulting from all lawsuits pending or threatened against Parent, Selling Sub or the Company as of the Closing Date or to the extent arising in connection with a Seller Benefit Plan, except for Assumed Employee Liabilitiesfrom events occurring prior to the Closing Date; (c) Liabilities for (i) Taxes of Ashland and the Asset which Parent or Selling Corporations and Taxes arising out of or measured by the conduct of the Business or the ownership of the Conveyed Assets for all Pre-Closing Date Tax Periods and (ii) all Transfer Taxes and VAT incurred in connection with the consummation of the transactions contemplated by this Agreement and the Implementing Agreements and Transition Agreements that are allocated to Ashland Sub expressly has responsibility pursuant to Sections 7.4(b) and (c) (such liabilities in clauses (i) and (ii), the “Retained Tax Liabilities”), except for Assumed Tax Liabilitiesterms of this Agreement; (d) Retained Specified Remediation LiabilitiesLiabilities associated with the Excluded Assets; (e) Other Retained Remediation any Liability under Contracts, agreements, leases, licenses or such other arrangements to which Parent is a party or by or to which Parent or any of its assets, properties or rights is bound or subject, which are not set forth on Schedule 2.2(b)(1) or which are specifically set forth on Schedule 2.2(b)(2); (f) Intercompany Liabilities, except to the extent reflected in the Estimate and included as a reduction to the Purchase Price pursuant to Section 2.7(d); (g) Liabilities for which written notice has been received by Ashland Indebtedness of the US Business or the Company other than Indebtedness reflected in the Estimate and included as a reduction in the Purchase Price; (h) Liabilities to or in respect of all employees or former employees (including any individual on short-term or long-term disability or leave of absence) of Parent and its Affiliates or the US Business (other than UK Employees) (“US Employees”), including, without limitation (i) Liabilities for retirement benefits with respect to all periods whether prior to Closing, and Liabilities under any US Benefit Plan and (ii) any bonuses or on other similar payments to US Employees, which are made in respect of the fifth 2004 calendar year, regardless of when paid; (5thi) anniversary of Pension Liabilities to the UK Employees to the extent relating to their employment prior to the Closing Date; (fi) Retained Litigation Product any and all Tax Liabilities related to the US Business or the Conveyed Assets for which written notice of a pending Proceeding taxable periods ending on or written threat of a proceeding has been received by Ashland prior to the Closing Date; and (ii) any Tax Liabilities related to Taxes of any of Parent, Selling Sub or the Company for or attributable to taxable periods ending on the fifth (5th) anniversary of or prior to the Closing Date; (gk) Retained Litigation Non-Product all Liabilities for which written notice arising under Environmental Laws attributable to or incurred as a result of a pending Proceeding any acts, omissions, or written threat conditions first occurring or in existence as of a proceeding has been received by Ashland or prior to the Closing, including, but not limited to, any Liability with respect to the Release, handling, discharge, treatment, storage, generation, disposal, or on presence of Hazardous Materials as of or prior to the fifth (5th) anniversary of the Closing Date; (h) Retained Employee LiabilitiesClosing; and (il) subject to Section 2.3(b), all Liabilities for Indebtedness of Ashland and associated with any Unassigned Contract until such date that any Real Property Lease, leases relating to Equipment leased by Parent (the Asset Selling Corporations“Equipment Leases”), other than guarantees by Ashland Intellectual Property License, Assumed Contract, agreement, lease, license or any Asset Selling Corporation related right ceases to the Business (“Retained Indebtedness”) Notwithstanding any other provision of this Agreementbe an Unassigned Contract under Section 2.3. On such date, Ashland and the Asset Selling Corporations all Liabilities associated with such Unassigned Contract shall retain and be responsible for any Liabilities arising exclusively out of the operation or conduct by Ashland or its Affiliates of any business other than the Businessbecome Assumed Liabilities.

Retained Liabilities of the Business. Ashland Notwithstanding any other provision of this Agreement or any of the Closing Agreements to the contrary, upon the terms and subject to the conditions of this Agreement, Seller and the Asset Selling Corporations shall Subsidiaries agree, effective at the Closing, to retain and to satisfy, pay, perform and discharge when due (without recourse to Purchasers or their Affiliates, and Purchasers and their Affiliates shall not be responsible for performing or discharging) the following Liabilities (collectively, the “Retained Liabilities”): (a) all Actions and Liabilities (except, (i) with respect to all Liabilities arising exclusively under any applicable Environmental Law, to the extent resulting from any condition caused or exacerbated by any ownership or operation of the Purchased Assets after the Closing other than Purchasers’ exercise of its rights regarding the Purchased Assets as provided in Section 5.14 and Section 5.20; and (ii) with respect to the matters set forth in Sections 2.5(l) and (n), to the extent included as Assumed Liabilities in Section 2.4(c)) arising out of or relating exclusively to Seller’s or the Selling Subsidiaries’ (or their predecessors’ or Affiliates’) ownership or operation of the Purchased Assets Business (as currently or formerly conducted) or the Purchased Assets to the extent such Liabilities arise out of or relate to events, circumstances or periods occurring prior to the Closing, including any Third-Party Claims brought after the Closing Date in which (A) GP/Asset Purchaser is a named party and (B) the underlying allegations relate to Seller’s, Selling Subsidiary 1’s or Selling Subsidiary 3’s (or their predecessors’ or Affiliates’) ownership or operation of the Purchased Assets Business or the Purchased Assets prior to the Closing; (b) all Liabilities, including all Actions, of Seller or the Selling Subsidiaries arising from the design, construction, testing, marketing, service, operation or sale of the products and services, including indemnification or warranty obligations and irrespective of any legal theory asserted, of the Purchased Assets Business arising prior to the Closing; (c) all Liabilities under the Real Property Leases, the Equipment Leases and the Assumed Contracts included in the Purchased Assets, except to the extent included within Assumed Liabilities pursuant to Section 2.4(a); (d) all Liabilities (except to the extent resulting from any condition caused or exacerbated by any ownership or operation of the Purchased Assets after the Closing other than Purchasers’ exercise of its rights regarding the Purchased Assets as provided in Section 5.14 and Section 5.20) arising under any applicable Environmental Law to the extent related to the ownership or operation of the Purchased Assets prior to the Closing, including Liabilities to the extent they relate to (i) any investigation, remediation or corrective action required to address any release or threatened release, at or from the Purchased Assets on or prior to the Closing, of Materials of Environmental Concern; (ii) any investigation, remediation or corrective action pending pursuant to ISRA or arising out of the transactions contemplated by this Agreement, subject to the rights and obligations of Purchaser and Seller pursuant to Section 5.14; (iii) any failure prior to the Closing of any Purchased Asset or the operation thereof to comply with Environmental Law, including the failure to make any required notifications under, or to obtain Permits required by, any Environmental Law (including ISRA) with respect to the ownership or operation of any Purchased Asset and any Liabilities arising out of or related to the June 13, 2017, U.S. EPA inspection of the Sayreville location; and (iv) any off-site disposal from any Purchased Asset prior to the Closing of waste or any Materials of Environmental Concern that come to reside at any non-owned site, even if currently unknown, including any non-owned disposal site such as the Sogreen State Superfund Site or at any other off-site location; (e) all Liabilities arising out of or related to the Excluded Assets; (bf) all intercompany Liabilities to of the extent arising in connection with a Seller Benefit Plan, except for Assumed Employee LiabilitiesSelling Subsidiaries; (cg) all Indebtedness of Seller and the Selling Subsidiaries; (h) all Liabilities for or with respect to (i) Taxes of Ashland and the Asset Selling Corporations and Taxes arising out of or measured by the conduct of the Business Seller or the ownership of the Conveyed Assets for all Pre-Closing Date Tax Periods Selling Subsidiaries and (ii) all Transfer Taxes and VAT incurred in connection arising from or with respect to the consummation of Purchased Assets or the transactions contemplated by this Agreement and the Implementing Agreements and Transition Agreements that are allocated to Ashland pursuant to Sections 7.4(b) and (c) (such liabilities in clauses Purchased Assets Business for any Pre-Closing Tax Period; (i) all Retained Pension and (ii), the “Retained Tax Liabilities”), except for Assumed Tax Welfare Liabilities; (dj) Retained Specified Remediation Liabilitiesall Liabilities with respect to any Seller Assumed Plan, including the Tamco Pension Plan for Salaried Employees; (ek) Other Retained Remediation all Liabilities of Seller or the Selling Subsidiaries (or any predecessor of Seller or the Selling Subsidiaries) arising under workers’ compensation claims and occupational health claims related to the Business including with respect to (i) Seller Employees or former Seller Employees that become Purchaser Employees arising from events on or before the Closing and (ii) Seller Employees or former employees that do not become Purchaser Employees; (l) except as set forth in Section 2.4(c), all Liabilities with respect to Seller Employees (or their representatives or beneficiaries) for which written notice has been received by Ashland any action or inaction of Seller or the Selling Subsidiaries occurring prior to or on the fifth (5th) anniversary of the Closing Date, including with respect to the Worker Adjustment and Retraining Notification Act or analogous state or local Laws, or any applicable Law regarding termination or layoff of employees for employees outside the United States (collectively the “WARN Act”), vacation, payroll, sick leave, unemployment benefits, retirement benefits, pension benefits, employee stock options, equity compensation, employee stock purchase, or profit sharing plans, heath care and other welfare plans or benefits (including COBRA), or any other employee plans or arrangements or benefits or other compensation of any kind to any employee; (fm) Retained Litigation Product all Liabilities for which written notice of a pending Proceeding or written threat of a proceeding has been received by Ashland with respect to any Seller Employees (including their dependents and beneficiaries) that do not become Purchaser Employees, including prior to or to, on the fifth (5th) anniversary of and after the Closing Date; (g) Retained Litigation Non-Product Liabilities for which written notice of a pending Proceeding or written threat of a proceeding has been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date; (h) Retained Employee Liabilitiesexcluding Purchaser Discrimination Claims); and (in) Liabilities for Indebtedness of Ashland and the Asset Selling Corporations, other than guarantees by Ashland or any Asset Selling Corporation related except to the Business extent included as Assumed Liabilities in Section 2.4(c), any Liability arising under any employment agreement, collective bargaining agreement or arrangement, severance, retention, or termination agreement, or other similar arrangement with any employee, consultant, or contractor (“Retained Indebtedness”) Notwithstanding any other provision of this Agreement, Ashland and the Asset Selling Corporations shall retain and be responsible for any Liabilities arising exclusively out of the operation or conduct by Ashland or its Affiliates representatives) of any business other than Seller, the Selling Subsidiaries, or the Purchased Assets Business, whether on, prior to or after Closing.

Retained Liabilities of the Business. Ashland Notwithstanding any provision in this Agreement, the Parties expressly understand and agree that there shall be excluded from the Asset Selling Corporations shall retain Liabilities being assumed by Purchasers pursuant to Section 2.4 any and be responsible for the following all Liabilities of Sellers or any of their Subsidiaries that are not Assumed Liabilities, including those Liabilities that are set forth below (the “Retained Liabilities”), and that the Asset Sellers shall retain and be responsible for, and satisfy and discharge when due, all such Retained Liabilities (including any Retained Liabilities which are Liabilities of the Company): (a) any Liabilities arising exclusively out of any Asset Seller or relating exclusively other Affiliate of Sellers to the Excluded extent not related to the Purchased Assets, or Liabilities for which any Asset Seller or other Affiliate of Sellers expressly has responsibility pursuant to the terms of this Agreement (including the Debt Repayments) or any Ancillary Agreement; (b) any Liabilities to the extent arising in connection with a Seller Benefit Plan, except for Assumed Employee Liabilitiesrelated to any Excluded Asset; (c) any Liabilities for (i) Taxes of Ashland and any Asset Seller to pay any Indebtedness or capital lease obligations incurred prior to the Asset Selling Corporations and Taxes arising out of Closing Date or measured by the conduct not paid in full with effect as of the Business or the ownership of the Conveyed Assets for all Pre-Closing Date Tax Periods and (ii) all Transfer Taxes and VAT incurred in connection with the consummation of the transactions contemplated by this Agreement and the Implementing Agreements and Transition Agreements that are allocated to Ashland pursuant to Sections 7.4(b) and (c) (such liabilities in clauses (i) and (ii), the “Retained Tax Liabilities”), except for Assumed Tax LiabilitiesClosing; (d) Retained Specified Remediation Liabilitiesany Liabilities of any Asset Seller for Indemnified Taxes or any other Taxes; (e) Other Retained Remediation all Liabilities for which written notice has been received by Ashland prior relating to the Excluded Business; (f) all Liabilities related to any current or on former employee, officer, director or independent contractor of, or any Benefit Plans sponsored, funded or maintained by, Sellers or any of their Affiliates; (g) all Liabilities related to, arising from or in connection with the fifth Contracts specified in Schedule 3.11(c); (5thh) anniversary all Liabilities related to bank indebtedness, including checks outstanding as of the Closing Date; (fi) Retained Litigation Product all Liabilities related to open purchase orders for which written notice Inventory, open repair orders, and related costs (and the VIH Entities shall provide a schedule of a pending Proceeding or written threat all such purchase orders and repair orders as of a proceeding has been received by Ashland the date of the Estimated Working Capital Statement prior to or on the fifth (5th) anniversary of the Closing Date; (g) Retained Litigation Non-Product Liabilities for which written notice of a pending Proceeding or written threat of a proceeding has been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date; (h) Retained Employee Closing), except as reflected in Current Liabilities; and (ij) all Liabilities for Indebtedness relating to any claims, causes of Ashland and the Asset Selling Corporationsaction, other than guarantees by Ashland facts or events arising, occurring, in existence or otherwise relating to any Asset Selling Corporation related time on or prior to the Closing Date with respect to which the Business (“Retained Indebtedness”) Notwithstanding is or was insured under any other provision of this Agreement, Ashland and the Asset Selling Corporations shall retain and be responsible for any Liabilities arising exclusively out of the operation or conduct by Ashland or its Affiliates of any business other than the Businesscaptive insurance arrangements.

Retained Liabilities of the Business. Ashland Except in each case as otherwise expressly provided in this Agreement, none of Purchaser and any of its Affiliates shall be a successor to Sellers or their Affiliates with respect to, and shall not assume or agree to pay, perform or otherwise discharge, nor shall they be or become responsible for, any Liabilities of Sellers other than the Asset Selling Corporations shall retain and be responsible for the following Assumed Liabilities (such Liabilities other than the Assumed Liabilities, the “Retained Liabilities”): (a) ). Without limiting the generality of the foregoing, none of Purchaser and any of its Affiliates assumes or agrees to pay, perform or otherwise discharge the Liabilities of Sellers or any of their Affiliates arising exclusively out of or relating exclusively to the Excluded Assetsfollowing: a. Liabilities for which any Seller has responsibility pursuant to the terms of this Agreement or any Ancillary Agreement; b. Liabilities of Sellers or their Affiliates arising prior to the Closing, except for the Assumed Liabilities; c. Liabilities of Sellers or their Affiliates to the extent related to or arising out of the Excluded Assets or the Retained Businesses (bwhich, for the avoidance of doubt, shall not include any capital expenditures incurred to transfer any Purchased Assets from any Retained Facility to any Facility); and; d. Accounts Payable arising prior to the Closing; e. intercompany accounts payable in respect of the Business that are owing from any Seller and due to Seller Parent or any of its other Affiliates (other than the Conveyed Subsidiaries and their Subsidiaries) (“Retained Intercompany Payables”); f. Liabilities for Taxes relating to the Purchased Assets or the Business with respect to a Pre-Closing Tax Period, except as otherwise as provided in Section 6.6(e)(i); g. all Indebtedness of Seller Parent and its Affiliates (other than Indebtedness of the Conveyed Subsidiaries and their Subsidiaries included in the calculation of Final Net Cash pursuant to Section 2.10); h. Seller Transaction Expenses; i. Shared Contractual Liabilities to the extent arising in connection with a allocated or assigned to Seller Benefit Plan, except for Assumed Employee LiabilitiesParent pursuant to Section 6.26 (including pursuant to any pass-through or alternative arrangement entered into by the Parties thereunder); (c) j. all Liabilities for (i) Taxes of Ashland and the Asset Selling Corporations and Taxes arising out of or measured retained by the conduct of the Business or the ownership of the Conveyed Assets for all Pre-Closing Date Tax Periods and (ii) all Transfer Taxes and VAT incurred Sellers as provided in connection with the consummation of the transactions contemplated by this Agreement and the Implementing Agreements and Transition Agreements that are allocated to Ashland pursuant to Sections 7.4(bSection 6.7(d) and (c) (such liabilities in clauses (i) and (ii), the “Retained Tax Liabilities”), except for Assumed Tax Liabilities; (d) Retained Specified Remediation Liabilities; (e) Other Retained Remediation Liabilities for which written notice has been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date; (f) Retained Litigation Product Liabilities for which written notice of a pending Proceeding or written threat of a proceeding has been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date; (g) Retained Litigation Non-Product Liabilities for which written notice of a pending Proceeding or written threat of a proceeding has been received by Ashland prior to or on the fifth (5th) anniversary of the Closing Date; (h) Retained Employee LiabilitiesSection 6.19; and (ik. Liabilities set forth in Section 2.6(k) Liabilities for Indebtedness of Ashland and the Asset Selling Corporations, other than guarantees by Ashland or any Asset Selling Corporation related to the Business (“Retained Indebtedness”) Notwithstanding any other provision of this Agreement, Ashland and the Asset Selling Corporations shall retain and be responsible for any Liabilities arising exclusively out of the operation or conduct by Ashland or its Affiliates of any business other than the BusinessSeller Disclosure Letter.